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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

|           |  |                                                                                     
|---------- |  | ------------------------------------------------------------------------------------
|(Mark One)
|[X]        |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2002

OR

|      |  |                                                                                         
|----- |  | ----------------------------------------------------------------------------------------
|[   ] |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From __________________ To __________________

Commission File Number 0-26960

ITLA CAPITAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

|                                                                                                                                                                       |  |                                                                  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------
|Delaware
(State or Other Jurisdiction of Incorporation or Organization)
 888 Prospect Street, Suite 110, La Jolla, California
(Address of Principal Executive Offices) |  | 95-4596322
(I.R.S. Employer Identification No.)
 92037
(Zip Code)

Registrants Telephone Number, Including Area Code: (858) 551-0511

Securities Registered Pursuant to Section 12(b) of the Act:None

Securities Registered Pursuant to Section 12(g) of the Act:Common Stock, $.01 Par Value
(Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [   ].

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the Registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [   ]

Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [X] No [   ].

As of March 21, 2003, there were issued and outstanding 6,061,575 shares
of the Registrants Common Stock. The aggregate market value of the voting
stock held by non-affiliates of the Registrant, computed by reference to the
closing price of such stock as of June 28, 2002, was $180.5 million. (The
exclusion from such amount of the market value of the shares owned by any
person shall not be deemed an admission by the Registrant that such person is
an affiliate of the Registrant.)



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TABLE OF CONTENTS



|               |                                                                                               |  |  |  |  |  |  | 
|-------------- | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I        
|               | Item 1. Business                                                                             
|               | Item 2. Properties                                                                           
|               | Item 3. Legal Proceedings                                                                    
|               | Item 4. Submission of Matters to a Vote of Security Holders                                  
|PART II       
|               | Item 5. Market for Registrants Common Equity and Related Stockholder Matters                
|               | Item 6. Selected Financial Data                                                              
|               | Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
|               | Item 7.A. Quantitative and Qualitative Disclosures About Market Risk                         
|               | Item 8. Financial Statements and Supplementary Data                                          
|               | Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure 
|               | Item 10. Directors and Executive Officers of the Registrant                                  
|               | Item 11. Executive Compensation                                                              
|               | Item 12. Security Ownership of Certain Beneficial Owners and Management                      
|               | Item 13. Certain Relationships and Related Transactions                                      
|               | Item 14. Control and Procedures                                                              
|PART IV       
|               | Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K                     
|SIGNATURES    
|CERTIFICATIONS
|EXHIBIT 21    
|EXHIBIT 23.01 
|EXHIBIT 23.02 
|EXHIBIT 99    



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ITLA CAPITAL CORPORATION

FORM 10-K

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

TABLE OF CONTENTS

|         |  |                                                                                       |  |  |    |      |  | 
|-------- |  | ------------------------------------------------------------------------------------- |  |  | -- | ---- |  | 
|         |  |                                                                                       |  |  |    | Page
|         |  |                                                                                       |  |  |    |     
|PART I  
|Item 1   |  | Business                                                                              |  |  | 3  |     
|Item 2   |  | Properties                                                                            |  |  | 14 |     
|Item 3   |  | Legal Proceedings                                                                     |  |  | 14 |     
|Item 4   |  | Submission of Matters to a Vote of Security Holders                                   |  |  | 14 |     
|PART II 
|Item 5   |  | Market for Registrant's Common Equity and Related Stockholder Matters                 |  |  | 14 |     
|Item 6   |  | Selected Financial Data                                                               |  |  | 16 |     
|Item 7   |  | Management's Discussion and Analysis of Financial Condition and Results of Operations |  |  | 17 |     
|Item 7.A |  | Quantitative and Qualitative Disclosures About Market Risk                            |  |  | 34 |     
|Item 8   |  | Financial Statements and Supplementary Data                                           |  |  | 37 |     
|Item 9   |  | Changes In and Disagreements With Accountants on Accounting and Financial Disclosure  |  |  | 75 |     
|PART III
|Item 10  |  | Directors and Executive Officers of the Registrant                                    |  |  | 75 |     
|Item 11  |  | Executive Compensation                                                                |  |  | 78 |     
|Item 12  |  | Security Ownership of Certain Beneficial Owners and Management                        |  |  | 83 |     
|Item 13  |  | Certain Relationships and Related Transactions                                        |  |  | 85 |     
|Item 14  |  | Control and Procedures                                                                |  |  | 85 |     
|PART IV 
|Item 15  |  | Exhibits, Financial Statement Schedules and Reports on Form 8-K                       |  |  | 86 |     
|         |  | Signatures                                                                            |  |  | 89 |     
|         |  | Certifications                                                                        |  |  | 90 |     

Forward-Looking Statements

Safe Harbor statement under the Private Securities Litigation Reform Act
of 1995: This Form 10-K contains forward-looking statements that are subject
to risks and uncertainties, including, but not limited to, changes in economic
conditions in our market areas, changes in policies by regulatory agencies, the
impact of competitive loan products, loan demand risks, the quality or
composition of our loan or investment portfolios, fluctuations in interest
rates and changes in the relative differences between short and long term
interest rates, levels of nonperforming assets and operating results, the
impact of terrorist actions and other risks detailed from time to time in our
filings with the Securities and Exchange Commission. We caution readers not to
place undue reliance on forward-looking statements. We do not undertake and
specifically disclaim any obligation to revise any forward-looking statements
to reflect the occurrence of anticipated or unanticipated events or
circumstances after the date of such statements. These risks could cause our
actual results for 2003 and beyond to differ materially from those expressed in
any forward-looking statements by, or on behalf of, us.

As used throughout this report, the terms we, our, ITLA Capital or
the Company refer to ITLA Capital Corporation and its consolidated
subsidiaries.

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PART I




Item 1. Business

General

ITLA Capital Corporation is the largest financial services company
headquartered in San Diego County, California with consolidated assets of $1.7
billion, consolidated net loans of $1.3 billion, consolidated deposits of $1.1
billion and consolidated shareholders equity of $156.7 million as of December
31, 2002. We conduct and manage our business principally through our
wholly-owned subsidiary, Imperial Capital Bank (the Bank), a $1.6 billion
institution, with eight offices in California, (San Francisco, Encino, Beverly
Hills, Glendale, Century City, Santa Monica, Costa Mesa and Del Mar), one
office in Carson City, Nevada (opened in January 2003) and one office in Tempe, Arizona, which will open on April 1, 2003. Effective January
1, 2003, the Bank converted from a California industrial bank to a
California-chartered commercial bank, and the Company became a bank holding
company. The Bank has been in business for 28 years and was formally known as
Imperial Thrift and Loan Association until its name change in January 2000.
Our branch offices are primarily used for our deposit services and lending
business. The Bank is primarily engaged in:



| |  | Originating real estate loans secured by income producing properties for retention in its loan portfolio;                                                                                                                                                                                             
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | Originating film finance loans, franchise loans, tax refund anticipation loans, private label small business revolving credit loans;
and                                                                                                                                                              
| 
| |  | Accepting customer deposits through the following products: certificates of deposits, money market, passbook accounts and
effective January 2003, demand deposit accounts. Our deposit accounts are insured by the Federal Deposit Insurance
Corporation (FDIC), up to the appropriate legal limits.

During 2001 and 2000, the Bank was also engaged in the acquisition of
pools of single family mortgages in the secondary market for investment
purposes. On March 28, 2002, the Bank disposed of virtually all of its
residential loan portfolios through the securitization of $86.3 million of its
performing single family mortgages and sale of $17.6 million of the remaining
single family mortgages in a whole loan sale.

During 2000, we acquired through our subsidiary, Imperial Capital Real
Estate Investment Trust (Imperial Capital REIT) all of the equity and certain
collateralized mortgage obligations (CMOs) of the ICCMAC Multi-family and
Commercial Trust 1999-1 (the ICCMAC Trust). On the date of acquisition, the
ICCMAC Trust held assets of $250.5 million as collateral for $205.4 million of
investment grade CMOs that had been sold to third party investors by the
previous owner. At December 31, 2002 and 2001, real estate loans held in
trust, net, for the CMOs totaled $121.9 million and $162.2 million and the CMOs
outstanding balance was $69.1 million and $109.6 million, respectively.

During the first quarter of 2002, we completed our acquisition of Asahi
Bank of California (Asahi Bank) a wholly-owned subsidiary of Asahi Bank Ltd -
Japan (ABLJ), for approximately $14.9 million in cash. On the date of
acquisition, Asahi Bank had total assets of approximately $50.0 million,
including $35.0 million of commercial real estate and business loans and $15.0
million of cash and securities. Upon completion of the acquisition, Asahi Bank
was merged into the Bank.

On October 25, 2002, we acquired the operating assets and the performing
film finance loan portfolio of the Lewis Horwitz Organization (LHO), in an
all cash transaction valued at approximately $93.0 million. LHO is an
internationally recognized lender to the independent film and television
production industry. LHO is currently operating as a division of the Bank.

In November 2002, we entered into a strategic business relationship with
various subsidiaries of Household International, Inc. (Household) relating to
certain tax refund products. In connection with this relationship, the Bank
originates tax refund anticipation loans and sells Household a non-recourse
participation interest representing substantially all of the outstanding loan
balance. Under the agreement, Household supports the Banks credit
administration, compliance and accounting functions with a range of services
relating to the origination process, and services the loans on behalf of the
Bank. Substantially all of the tax refund lending volume is generated during
the first quarter of the year. The tax refund agreement is for a four-year
term, with substantial break-up fees to apply in the event that Household
terminates the agreement during the first two years of the agreement.

We also entered into an agreement in December 2002 with Household pursuant
to which the Bank originates relatively small private label commercial
revolving loans to small businesses. This agreement is for a two year term.
These loans are used primarily to fund purchases from major retailers.
Pursuant to this agreement, the Bank sells Household a non-recourse
participation interest representing substantially all of the outstanding loan
balance.

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We continuously evaluate business expansion opportunities, including
acquisitions or joint ventures with companies that originate or purchase
commercial and multi-family real estate loans as well as other types of secured
commercial loans. In connection with this activity, we periodically have
discussions with and receive financial information about other companies that
may or may not lead to the acquisition of the company, a segment or division of
that company, or a joint venture opportunity.

The executive offices of the Company are located at 888 Prospect Street,
Suite 110, La Jolla, California 92037 and its telephone number at that address
is (858) 551-0511.

Lending Activities

General.During 2002, we concentrated our lending activities as follows:



| |  | Originating and purchasing
real estate loans, including construction loans, secured by income
producing properties.
|- |  | -------------------------------------------------------------------------------------------------------------------
| 
| |  | Originating and purchasing franchise and film finance loans.                                                       

Income Producing Property Loans.We originate and purchase real estate
loans secured primarily by first trust deeds on income producing properties.
Income property loan collateral consists primarily of the following types of
properties:

|  |  |                                             |  |   |  |                                                         
|- |  | ------------------------------------------- |  | - |  | --------------------------------------------------------
| |  | Apartments                                  |  |  |  | Mini-storage facilities                                 
| |  | Retail centers                              |  |  |  | Mobile home parks                                       
| |  | Small office and
light industrial
buildings |  |  |  | Other mixed use or special purpose commercial properties
| |  | Hotels                                      |  |   |  |                                                         

At December 31, 2002, the Bank had $1.3 billion of income producing
property loans outstanding representing 92.1% of its total real estate loans
and 81.0% of its gross loan portfolio. Most of the Banks real estate
borrowers are business owners, individual investors, investment partnerships or
limited liability corporations. The income producing property lending that the
Bank engages in typically involves larger loans to a single borrower and is
generally viewed as exposing the lender to a greater risk of loss than one- to
four-family residential lending. During 2002, we launched Imperial Capital
Express, a new real estate lending platform focusing on originating
smaller balance income producing property loans. Income producing property
values are also generally subject to greater volatility than residential
property values. The liquidation values of income producing properties may be
adversely affected by risks generally incident to interests in real property,
such as:

|    |  |                                                                                                                                                                                                    |  |    |  |                                                                                                                                             
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------
|  |  | Changes or continued weakness in general
or local economic conditions;Changes or continued weakness in specific
industry segments;                                                                 |  |   |  | Changes in
governmental rules, regulations and fiscal policies, including rent
control ordinances, environmental legislation and taxation;  
| |  | Declines in real estate values;Declines in rental, room or occupancy
rates in hotels, apartment complexes or
commercial properties;Increases in other operating expenses
(including energy costs); |  |  |  | Increases in
interest rates, real estate and personal property tax rates; andOther factors beyond the control of the borrower or the lender.

We originate real estate loans through offices located in San Francisco,
Glendale, Santa Monica, Costa Mesa and Del Mar. These offices are staffed by a
total of twenty-four loan officers. Loan officers solicit mortgage loan
brokers for loan applications that meet our underwriting criteria, and also
accept applications directly from borrowers. A majority of the real estate
loans funded by us are originated through mortgage loan brokers. Mortgage loan
brokers act as intermediaries between us and the property owner in arranging
real estate loans and earn a fee based upon the principal amount of each loan
funded. Since a large portion of our marketing effort is through the contact
of loan officers with mortgage loan brokers, we do not incur significant
expenses for advertising our lending services to the general public.

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Income producing property loans are generally made in amounts up to 75% of
the appraised value; however, in certain instances, multifamily originations
may be made at a loan to value ratio of 80%. Loans are generally made for
terms up to ten years, with amortization periods up to 30 years. Depending on
market conditions at the time the loan was originated, certain loan agreements
may include prepayment penalties. Most real estate loans are subject to a
quarterly adjustment of their interest rate based on one of several interest
rate indexes.

The interest rates charged on real estate loans generally vary based on a
number of factors, including the degree of credit risk, size and maturity of
the loan, whether the loan has a fixed or a variable rate, and prevailing
market rates for similar types of real estate loans. As of December 31, 2002,
61.5% of the Banks real estate loan portfolio was indexed to the Six-Month
London Interbank Offered Rate; 17.1% was indexed to the reference rate charged
by Bank of America; 3.2% was indexed to the one-month London Interbank offered
rate; 1.5% was indexed to the Federal Home Loan Bank (FHLB) 11th District
Cost of Funds Index; 9.5% was fixed for an initial period and then adjustable;
2.0% was indexed to either the United States Treasury security indexes or the
FHLB of San Francisco advance rate; and the balance of 5.2% was fixed rate.
Most of the Banks variable rate real estate loans may not adjust downward
below their initial rate, with increases generally limited to maximum
adjustments of 2% per year up to 5% for the life of the loan. The inability of
the Banks real estate loans to adjust downward can contribute to increased
income in periods of declining interest rates, and also assists the Bank in our
efforts to limit the risks to earnings resulting from changes in interest
rates, subject to the risk that borrowers may refinance these loans during
periods of declining interest rates. At December 31, 2002, 85.9% of the Banks
variable rate and fixed/adjustable loan portfolio contained interest rate
floors. The weighted-average minimum interest rate on this portfolio was
7.84%. At that date, 79.5% of the variable rate loans outstanding had a
lifetime interest rate cap. The weighted-average lifetime interest rate cap on
this portfolio was 10.03%.

In 2002, 2001, and 2000, the Bank purchased income producing real estate
loans totaling $83.6 million, $176.9 million, and $110.9 million, respectively.
In its commercial real estate loan purchases, the Bank generally reserves the
right to reject particular loans from a loan pool being purchased and does so
for loans in a pool that do not meet its underwriting criteria.

Construction Loans.We also originate construction loans for income
producing properties, as well as for single-family home construction. At
December 31, 2002, the Bank had $101.4 million of construction loans
outstanding, representing 7.5% of its loans receivable. In addition to the
lending risks previously discussed, construction loans also present risks
associated with the accuracy of the initial estimate of the propertys value
upon completion compared to its actual value, the timely completion of
construction activities for their allotted costs and the time needed to
stabilize income properties or sell residential tract developments. These
risks can be affected by a variety of factors, including the oversight of the
project, localized costs for labor and materials, and the weather.

Franchise Loans. In 2000, we commenced purchasing franchise loans through
relationships with correspondent franchise loan originators. Franchise loans
are loans to owners of businesses, both franchisors and franchisees, such as
fast food restaurants or gasoline retailers, that are affiliated with
nationally or regionally recognized chains and brand names. Various
combinations of land, building, business equipment and fixtures may secure
these loans, or they may be a general obligation of the borrower based on a
valuation of the borrowers business and debt service ability. In each case,
the primary source of repayment is the cash flow of the business and not the
underlying value of the collateral. During 2002 and 2001, we purchased three
loans and 17 loans, with a total commitment of $7.3 million and $53.3 million,
respectively. The outstanding balance of these loans as of December 31, 2002
and 2001 was $54.7 million and $57.6 million, respectively. We expect to
increase our franchise loan originations in 2003 through the recent opening of our
Imperial Capital Franchise Finance lending platform located in Tempe, Arizona.

Film Finance Loans. We acquired LHO in October 2002 and are operating LHO
as a division of the Bank. LHO is an internationally recognized commercial
finance lender engaged in providing financing for independent motion picture
and television production. Typically, LHO lends to independent producers of
film and television on a senior secured basis, basing its credit decisions on
the creditworthiness and reputation of distributors and sales agents who have
contracted to distribute the films. LHO provides loans (with a typical term of
12 to 18 months) and letters of credit for the production of motion pictures
and television shows or series that have a predictable market worldwide, and
therefore, a predictable level of revenue arising from licensing of the
distribution rights throughout the world.

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LHO lends to independent producers of film and television, many of which
are located in California. LHO also has borrowing clients outside of the United States. Independent producers tend to be those producers that do not have
major studio distribution outlets for their product. Large film and television
studios generally maintain their own distribution outlets and finance their
projects with internally generated financing. In addition to funding production
loans against a number of distribution contracts, LHO has pioneered a valuation
of selected unsold rights to permit financing of a portion of the production
budget. Typically, this unsecured amount does not exceed 10% of the total
loan. LHOs lending officers review the quality of the distributors and their
contracts, the budget, the schedule of advances, and valuation of all
distribution rights when considering a new lending opportunity. All LHO loans
require the borrower to provide a completion bond that guarantees the
completion of the film or the payoff of the outstanding balance of the loan in
the event the film is not completed. After closing, each requested advance is
approved by the bonding company on a weekly basis to ensure that LHO is not
advancing ahead of an agreed-upon cash flow schedule. The loan documentation
grants LHO the right to impose certain penalties on the borrower and exercise
certain other rights, including replacing the sales agent, if sales are not
consummated within the appropriate time. Loans are repaid principally from
revenue received from distribution contracts. In many instances, the
distribution contracts provide for multiple payments payable at certain
milestones (such as execution of contract, commencement of principal
photography or completion of principal photography). The maturity date of the
loan is generally six to nine months after completion of the production. Delivery of the completed production is made to the
various distributors only upon or after their minimum guarantees have been paid
in full. To the extent a distributor fails to make payment upon completion of
the film, or the predicted level of revenue is less than expected, the Bank may incur a loss.

LHO typically charges its customers an interest rate ranging from the
prime rate to prime plus a margin (exclusive of loan fees) on the outstanding
balance of the loan. Loan fees typically range from, 1.00% to 2.50% with an
additional fee up to 7.0% depending on the unsecured amount of the production
budget being financed.

At December 31, 2002 our film finance portfolio totaled $119.3 million, of
which approximately $48.8 million were issued to producers domiciled outside of
the United States. These foreign loans were primarily issued to producers in Australia,
Canada, and Germany. Approximately $600,000 of interest income was earned
during fiscal 2002 in connection with these loans. There were no
non-performing assets attributable to the LHO division at December 31, 2002.

Loan Underwriting.Many of the Banks loans are made to lower credit
grade borrowers that have marginal credit histories or the property has other
factors such as debt-to-income ratios or property location that prevent the
borrower from obtaining a prime interest rate. We attempt to mitigate the risk
associated with these loans by charging higher interest rates and through our
loan approval and loan purchasing process. The Banks loan underwriters are
responsible for initial reviews of borrowers, collateral, loan terms, and
prepare a written presentation on every loan application submitted to its loan
committee, which is comprised of the following Bank officers:

|  |  |                                                    |  |   |  |                                                         
|- |  | -------------------------------------------------- |  | - |  | --------------------------------------------------------
| |  | Chairman, Chief Executive Officer, President       |  |  |  | Managing Director/Director of Loan Operations           
| |  | Vice Chairman and Chief Credit Officer             |  |  |  | Deputy Managing Director/Production Manager             
| |  | Senior Managing Director/Chief Banking Officer     |  |  |  | First Vice President of Business Lending Loan Operations
| |  | Senior Managing Director/Chief Lending
Officer     |  |  |  | Vice President/Portfolio Administration                 
| |  | Managing Director/Director of Portfolio
Management |  |   |  |                                                         

The underwriting standards for loans secured by income producing real
estate properties consider the borrowers financial resources and ability to
repay and the amount and stability of cash flow, if any, from the underlying
collateral, to be comparable in importance to the loan-to-value ratio as a
repayment source. Management believes that during 2002, both California and
the United States economy continued to experience an economic shock. We
believe that a continued decline in economic conditions in California, and in
the surrounding states, coupled with the potential threat of a terrorist attack
on the United States, could have a material adverse effect on our real estate
lending business, including reducing the demand for new loans, limiting the
ability of borrowers to pay financed amounts and impairing the value of our
real estate collateral.

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All real estate secured loans over $2.0 million must be submitted to the loan
committee for approval. At least one loan committee member or designee must
personally conduct on-site inspections of any property involved in connection
with a real estate loan recommendation of $1.0 million or more. Loans up to
$750,000 may be approved by any loan committee member. Loans of $750,000 to
$1.5 million require approval by any two members of the Banks loan committee,
while loans in excess of $1.5 million require approval of three loan committee
members. Additionally, loans over $2.0 million must be approved by the Managing
Director/Director of Portfolio Management; loans over $3.0 million require the
additional signature of the Vice Chairman and Chief Credit Officer; and
individual loans over $5.0 million, loans resulting in an aggregate borrowing
relationship to one borrower in excess of $7.5 million, and all purchased loan
pools must be approved by the executive committee of the Banks board of
directors.

All franchise and film finance loans must be submitted to the loan
committee for approval regardless of the amount of the loan request. Loan
amounts up to $2.0 million require the approval of three loan committee
members. Loans over $2.0 million must be approved by the First Vice President
of Business Lending Operations and loans over $3.0 million must be approved by
the Vice Chairman and Chief Credit Officer.

Our loans are originated on both a non-recourse and full recourse basis
and we generally seek to obtain personal guarantees from the principals of
borrowers which are single asset or limited liability entities (such as
partnerships, corporations or trusts).

The maximum size of a single loan made by the Bank is limited by
California law to 25% of the Banks equity capital. At December 31, 2002, that
limit was approximately $47.1 million. The Banks largest combined credit
extension to related borrowers was $14.5 million at December 31, 2002. At
December 31, 2002, the Bank had a total of 218 extensions of credit, with a
combined outstanding principal balance of $730.8 million, that were over $2.0
million to a single borrower or related borrowers. All combined extensions of
credit over $2.0 million were performing in accordance with their repayment
terms. At December 31, 2002, the Bank had 1,524 secured real estate loans
outstanding, with an average balance per loan of approximately $884,000.

Servicing and Collections.Real estate and construction loans
held by the Bank are serviced by the Banks loan servicing department, which is
designed to provide prompt customer service, and accurate and timely
information for account follow-up, financial reporting and management review.
Film finance loans, are serviced by LHO personnel using the Banks servicing
platform. Servicing of substantially all of the franchise loan portfolio and loans held in the ICCMAC
Trust is performed by third party servicers. The Bank monitors its loans to ensure that projects are
performing as underwritten. This monitoring allows the Bank to take a
proactive approach to addressing projects that do not perform as planned. When
payments are not received by their contractual due date, collection efforts
begin on the fifth day of delinquency with a telephone contact, and proceed to
written notices that progress from reminders of the borrowers payment
obligation to an advice that a notice of default may be forthcoming. Accounts
delinquent for more than 30 days are generally transferred to the Banks asset
management department which, following a review of the account and management
approval, implements a collection or restructure plan, or a disposition
strategy, and evaluates any potential loss exposure on the asset.

Competition.Our competition in originating real estate, construction, franchise and
film finance loans is principally from community banks, savings and loan
associations, industrial banks, real estate financing conduits, specialty
finance companies, small insurance companies, and larger banks. Many of these
entities enjoy competitive advantages over us relative to a potential borrower
in terms of a prior business relationship, wider geographic presence or more
accessible branch office locations, the ability to offer additional services or
more favorable pricing alternatives, or a lower cost of funds structure. We
attempt to offset the potential effect of these factors by providing borrowers
with greater individual attention and a more flexible and time-sensitive
underwriting, approval and funding process than they might obtain elsewhere.

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Household Strategic Alliance

Tax Refund Lending.In November 2002, we entered into a strategic
business relationship with various subsidiaries of Household relating to
certain tax refund anticipation loans. In connection with this relationship,
the Bank originates tax refund anticipation loans, and sells to Household a
non-recourse participation interest representing substantially all of the
outstanding loan balance. The tax refund agreement with Household is for a
four  year term, with substantial break-up fees to apply in the event that
Household terminates the agreement during the initial two year period.
Household, a leader in the structuring and implementation of tax refund lending
programs, supports our credit administration, compliance, treasury and
accounting functions with a range of services relating to the administration of
this lending program. The Bank would not originate these loans without the
involvement of Household.

Pursuant to our agreement with Household, the Bank offers tax refund
anticipation loans (RALs) to taxpayers who have filed their returns
electronically with the IRS and do not want to wait for the IRS to send them
their refund check. For this product, a taxpayer requests a loan through a tax
preparer, with the anticipated tax refund as the source of repayment. The
taxpayers application is then subjected to an automated credit review process.
If the application passes this review, the Bank advances to the taxpayer the
amount of the refund due on the taxpayers return up to specified amounts based
on certain criteria, less a pre-paid finance charge and certain other fees.
Each taxpayer signs an agreement permitting the IRS to send their refund
directly to the Bank instead of to the taxpayer. The refund received from the
IRS is used to pay off the loan. Any amount due the taxpayer above the amount
of the RAL is then sent to the taxpayer. The Bank also provides refund
transfers to customers who do not want or do not qualify for loans. The
transfer product facilitates the receipt of the refund by the customer by
authorizing the customers tax preparer to print a check for the customer after
the refund has been received by the Bank from the IRS (RACs). Because of the
mid-April tax-filing deadline, almost all of the loans and transfers are made
and repaid during the first quarter of the year. The Banks revenue, under the
program, consists of RAL and RAC transaction fees and the earnings stream from RALs
originated under the program to the extent of its retained interest in such
RALs.

There is a higher credit risk associated with refund loans than with other
types of loans because (1) the Bank does not have personal contact with the
customers of this product; and (2) the customers conduct no business with the Bank
other than this once a year transaction. Much of this risk is eliminated due
to the immediate sale by the Bank to Household, of a participation interest
representing virtually all of the RAL outstanding balance.

Because these programs relate to the filing of income tax returns,
activity is concentrated in the first quarter of each year. This causes first
quarter net income to become a greater percentage of each years net income.
This seasonality impacts a number of performance ratios, including return on
assets (ROA), return on equity (ROE) and the operating efficiency ratio. These
impacts should be apparent in both the first quarter of 2003 and the
year-to-date ratios in subsequent quarters.

Private Label Commercial Revolving Credit Loans. We also entered into an
agreement in December, 2002 with Household pursuant to which the Bank
originates private label small commercial revolving loans to small businesses.
This agreement is for a two year term. These loans are used primarily for
purchases from major retailers. Pursuant to this agreement, the Bank sells
Household a non-recourse participation interest representing substantially all
of the outstanding loan balance. The Bank participates in the earnings stream from
the loans originated under the program to the extent of its retained interest
in such loans. At December 31, 2002, our retained interest in
commercial revolving credit loans aggregated $4.2 million.

Imperial Capital Real Estate Investment Trust

During 2000, we acquired all of the equity and certain CMOs of the ICCMAC
Trust through our real estate investment trust subsidiary, Imperial Capital
REIT. At December 31, 2002, the ICCMAC Trust held real estate loans of $121.9
million, comprised of approximately 74 percent and 26 percent of multifamily
and commercial loans, respectively, with over 50 percent of the loans secured
by property located in California. Over two-thirds of the loans are adjustable
rate mortgages. At December 31, 2002, the ICCMAC Trusts real estate loans
were held as collateral for $69.1 million of investment grade CMOs sold to
third party investors. The cash flow from the ICCMAC Trusts loan pool pays
principal and interest on the CMOs, and also provides cash flow on a monthly
basis to ITLA Capital. ITLA Capital recorded $7.9 million of pre-tax income
from its investment in the ICCMAC Trust during the year ended December 31,
2002.

Servicing of the ICCMAC Trust loans is performed by Orix Capital Markets,
LLC (Orix), a Delaware limited liability company. Under the servicing
agreement, Orix is required to service and administer the commercial mortgage
loans held in trust solely for the benefit of the holders of the CMOs in
accordance with the terms of the servicing agreement and the commercial
mortgage loans.

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Orix is required to perform other customary functions of a servicer of
comparable loans, including monitoring insurance coverage; maintaining escrow
or impoundment accounts of borrowers for payment of taxes, insurance and other
items required to be paid pursuant to the loan agreement; processing
assumptions or substitutions in those cases where the loan servicer has
determined not to enforce any applicable due-on-sale clause; demanding that the
borrower cure delinquencies; inspecting and managing commercial mortgaged
properties under certain circumstances; and maintaining records relating to the
commercial mortgage loans.

Nonperforming Assets and Other Loans of Concern

At December 31, 2002, nonperforming assets totaled $18.5 million or 1.07%
of total assets. Nonperforming assets consisted of $5.9 million of nonaccrual
loans and $12.6 million of other real estate owned. Two of our nonperforming
loans had an outstanding balance greater than $1.0 million. For additional
information regarding nonperforming assets see Item 7: Managements Discussion
and Analysis of Financial Condition and Results of Operations-Credit Risk
Elements.

The following is a brief discussion of the non-accrual loans where the
remaining principal balance of the loan at December 31, 2002, exceeded $1.0
million.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Loan Secured by 4 Office Buildings  Nevada.This loan was originated by
the Bank in May 2000 with an original
commitment of $4.2 million, which included funds to finish the construction of
one of the buildings. One building and 2 vacant lots were released for
consideration during the loans history. No payments have been received since
June 2002. The loan balance as of December 31, 2002 was $3.0 million. The
property was 78% occupied as of December 2002. A notice of default has been
filed and the loan is currently in foreclosure.
|
| | Loan Secured by a Truck Stop  Texas.This loan was purchased by the Bank
in June 2001 with an original commitment of $2.0 million, which included funds
to repave the collateral site. The loan balance as of December 31, 2002 was
$2.0 million. The operation has been under-performing, with cash flows
insufficient to make its debt service payments. A notice of default has been
filed and the loan is currently in foreclosure.                                                                                                                

As of December 31, 2002, we had loans with an aggregate outstanding
balance of $35.5 million with respect to which known information concerning
possible credit problems with the borrowers or the cash flows of the properties
securing the respective loans has caused management to be concerned about the
ability of the borrowers to comply with present loan repayment terms, which may
result in the future inclusion of such loans in the non-accrual loan category.
All of these loans are
classified as substandard pursuant to the regulatory guidelines discussed
below. The following is a brief discussion of our other loans of concern
where the remaining principal balance of the loan at December 31, 2002 exceeded
$2.0 million.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Loan Secured by Office Building  Missouri.This loan was
originated by the Bank in June 1999 with an original commitment of $10.2
million to refinance a 20-story office tower. The outstanding principal
balance at December 31, 2002 was $9.8 million. The property has suffered
from high market vacancy and the cash flow is currently insufficient to
cover the debt service on our loan. The property was 55% occupied and the
loan was performing in accordance with its payment terms, as of December 31, 2002. On February 21, 2003
the loan was placed on nonaccrual status and a notice of default was
filed. See Item 8. Financial Statements and Supplementary
Data  Notes to Consolidated Financial
Statements  Note 23.
|
| | Loan Secured by Office with Retail Building  California. This loan
was originated by the Bank in July 2001 with an original commitment of
$8.4 million. The outstanding principal balance at December 31, 2002 was
$7.8 million. The loan has paid as agreed since inception, however, the
occupancy has declined to 63% as of December 2002. We continue to monitor
the borrowers efforts to improve the occupancy.                                                                                                                                                                                                                                                                                                                    
|
| | Loan Secured by Hotel  Arizona. This loan was originated by the
Bank in July 1998 with an original commitment of $4.0 million secured by a
99-unit hotel. The outstanding principal balance at December 31, 2002 was
$2.8 million. The loan is current pursuant to the repayment terms of its
forbearance agreement. The cash flow from the operations of the
collateral has been less than the debt service on our loan for the last
four years. We continue to monitor the borrowers efforts to improve the
cash flow of the hotel.                                                                                                                                                                                                   
|
| | Loan Secured by a Hotel  Washington. This loan was originated by
the Bank in February 1998 with an original commitment of $3.7 million
secured by a 123-unit hotel. The outstanding principal balance at December
31, 2002 was $2.8 million. The loan has paid as agreed since inception,
however, the cash flow from the operations of the collateral has been less
than the debt service on our loan. A demand for payoff has been issued. In January 2003,
the loan was paid off and resulted in a loss of approximately $200,000.                                                                                                                                                                                                    

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Classified Assets

Management uses a loan classification system consistent with the
classification system used by bank regulatory agencies to help it evaluate the
risks inherent in its real estate loan portfolio. Loans are identified as
pass, substandard, doubtful or loss based upon consideration of all
sources of repayment, underlying collateral values, current and anticipated
economic conditions, trends and uncertainties, and historical experience. Pass
loans are further divided into four additional sub-categories, based on the
borrowers financial strength and ability to service the debt and/or the value
and debt service coverage of the underlying collateral. Underlying collateral
values for real estate dependent loans are supported by property appraisals or
evaluations. We review our loan classifications on at least a quarterly basis.
At December 31, 2002, we classified $41.4 million of loans as substandard,
none as doubtful and none as loss. $5.9 million of these classified loans
were included in the nonperforming assets table in Item 7. Managements
Discussion and Analysis of Results of Financial Condition and Operations -
Credit Risk Elements, and the balance was included in the $35.5 million of
other loans of concern, discussed above.

Funding Sources

The primary source of funding for the Banks lending operations and
investments are deposits. The Banks deposits are federally insured by the
FDIC to the maximum extent permitted by law. Approximately 83.3% of the Banks
deposits are term deposits that pay fixed rates of interest for periods ranging
from 90 days to five years. The remaining 16.7% of the Banks deposits are
variable rate passbook accounts and variable rate money market accounts with
limited checking features.

The Banks strategy with all deposit accounts is to offer rates
significantly above those customarily offered by other financial institutions
in its market. The Bank has generally accumulated deposits by relying on
renewals of term accounts by existing depositors, participating in deposit rate
surveys which promote the rate offered by the Bank on its deposit products, and
periodically advertising in various local market newspapers and other media.
The Bank is able to pursue this strategy by operating a savings branch system
offering fewer products and services than many institutions. Because the Bank
does not provide safe deposit boxes, money orders, trust services, and various
other retail banking services, management believes its staffing and overhead
costs are significantly lower than banks and savings institutions. Management
further believes that its deposits are a reliable funding source and that the
cost of funds resulting from the Banks deposit gathering strategy is
comparable to those of other banks pursuing a similar strategy. However,
because the Bank competes for deposits primarily on the basis of rates, the
Bank could experience difficulties in attracting deposits if it could not
continue to offer deposit rates at levels above those of other financial
institutions. Management also believes that any efforts to significantly
increase the size of its deposit base may require greater marketing efforts
and/or increases in deposit rates. At December 31, 2002, the Bank had $103.6
million of brokered deposits.

We intend to begin offering our customers in 2003 commercial banking
products and services, including consumer and business checking accounts. As
the Bank acquires non-interest bearing checking account balances, it
anticipates that its dependence on interest rate sensitive certificates of
deposit as a funding source will slowly diminish.

For information concerning overall deposits outstanding during the periods
indicated and the rates paid thereon, see Item 7. Managements Discussion and
Analysis of Financial Condition and Results of Operations  Net Interest
Income.

The Bank has also used advances from the FHLB of San Francisco as a
funding source. FHLB advances are collateralized by pledges of qualifying cash
equivalents, investment securities, mortgage-backed securities and whole loan
collateral. At December 31, 2002, FHLB advances outstanding totaled $338.7
million, and the remaining available borrowing capacity, based on the loans and
securities pledged as collateral, totaled $65.2 million, net of the $3.4
million of additional FHLB Stock that we would be required to purchase to
support the additional borrowings. Additionally, the Bank also has
uncommitted, unsecured lines of credit with other banks renewable daily in the
amount of $30.0 million. In connection with our tax refund lending business,
ITLA Capital had a $35.0 million revolving credit facility with a bank
commencing on January 24, 2003, and matured on March 31, 2003. See Item 8. Financial Statements and
Supplementary Data  Notes to Consolidated Financial Statements  Notes 3, 4,
8, and 9.

Regulation

On January 1, 2003, the Bank converted from a California industrial bank
to a California-chartered commercial bank, and the Company became a bank
holding company. As a result, the Company is now regulated by the Board of
Governors of the Federal Reserve System (the Federal Reserve Board). The Bank
continues to be regulated by the California Department of Financial
Institutions (the DFI) and the Federal Deposit Insurance Corporation (the
FDIC). Due to legislation which became effective in October 2000, California
industrial banks are now generally subject to the same California banking laws
as California commercial banks. Accordingly, the regulatory oversight to which
the Bank is now subject as a commercial bank is not significantly different from the
regulatory oversight to which it was subject as an industrial bank.

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Holding Company Regulation. Bank holding companies are subject to
comprehensive regulation by the Federal Reserve Board under the Bank Holding
Company Act of 1956, and the regulations of the Federal Reserve Board. As a
bank holding company, the Company is required to file reports with the Federal
Reserve Board and such additional information as the Federal Reserve Board may
require, and the Company and its non-bank subsidiaries are subject to
examination by the Federal Reserve Board. The Federal Reserve Board also has
extensive enforcement authority over bank holding companies, including, among
other things, the ability to assess civil money penalties, to issue cease and
desist or removal orders and to require that a bank holding company divest
subsidiaries, including its bank subsidiaries. In general, enforcement actions
may be initiated for violations of law and regulation as well as unsafe or
unsound practices.

Under Federal Reserve Board policy, a bank holding company must serve as a
source of strength for its subsidiary banks. Under this policy, the Federal
Reserve Board may require, and has required in the past, bank holding companies
to contribute additional capital to undercapitalized subsidiary banks.

Under the Bank Holding Company Act of 1956, a bank holding company must
obtain Federal Reserve Board approval before, among other matters:



| |  |  | acquiring, directly or indirectly, ownership or control of any
voting shares of another bank or bank holding company if, after the
acquisition, it would own or control more than 5% of these shares
(unless it already owns or controls a majority of these shares);
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | acquiring all or substantially all of the assets of another bank or bank holding company; or                                                                                                                                                                         
|
| |  |  | merging or consolidating with another bank holding company.                                                                                                                                                                                                          

This statute also prohibits a bank holding company, with certain
exceptions, from acquiring direct or indirect ownership or control of more than
5% of the voting shares of any company which is not a bank or bank holding
company, or from engaging directly or indirectly in activities other than those
of banking, managing or controlling banks, or providing services for its
subsidiaries. The principal exceptions to these prohibitions involve certain
non-bank activities which, by statute or by Federal Reserve Board regulation or
order, have been identified as activities closely related to the business of
banking or managing or controlling banks.

Dividends. The Federal Reserve Board has issued a policy statement on the
payment of cash dividends by bank holding companies, which expresses the
Federal Reserve Boards view that a bank holding company should pay cash
dividends only to the extent that its net income for the past year is
sufficient to cover both the cash dividends and a rate of earnings retention
that is consistent with the bank holding companys capital needs, asset quality
and overall financial condition. Furthermore, under the prompt corrective
action regulations adopted by the Federal Reserve Board, the Federal Reserve
Board may prohibit a bank holding company from paying any dividends if any of
the holding companys bank subsidiaries are classified as undercapitalized.

Repurchase or Redemption of Equity Securities.A bank holding company is
required to give the Federal Reserve Board prior written notice of any purchase
or redemption of its outstanding equity securities if the gross consideration
for the purchase or redemption, when combined with the net consideration paid
for all such purchases or redemptions during the preceding 12 months, is equal
to 10% or more of its consolidated net worth. The Federal Reserve Board may
disapprove such a purchase or redemption if it determines that the proposal
would constitute an unsafe or unsound practice or would violate any law,
regulation, Federal Reserve Board order, or any condition imposed by, or
written agreement with, the Federal Reserve Board. This notification
requirement does not apply to any company that meets the well-capitalized
standard for commercial banks, has a safety and soundness examination rating of
at least a 2 and is not subject to any unresolved supervisory issues.

Capital Requirements. The Federal Reserve Board has established capital
requirements for bank holding companies that generally parallel the capital
requirements for insured depository institutions. The Company was not subject
to any minimum capital requirements prior to becoming a bank holding company.
The Company currently is deemed well capitalized under the Federal Reserve
Board capital requirements.

Bank Regulation  California Law

The regulations of the DFI govern most aspects of the Banks businesses
and operations, including, but not limited to, the scope of its business,
investments, the nature and amount of any collateral for loans, the issuance of
securities, the payment of dividends, bank expansion and bank activities. The
DFIs supervision of the Bank includes comprehensive reviews of all aspects of
the Banks business and condition, and the DFI possesses broad remedial
enforcement authority to influence the Banks operations, both formally and
informally.

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Bank Regulation  Federal Law

Because our deposits are insured by the Bank Insurance Fund of the FDIC,
the FDIC, in addition to the DFI, also broadly regulates the Bank. As an
insurer of deposits, the FDIC issues regulations, conducts examinations,
requires the filing of reports, and generally supervises the operations of
institutions to which it provides deposit insurance. The FDIC is also the
federal agency charged with regulating state-chartered banks that are not
members of the Federal Reserve System, such as the Bank. Insured depository
institutions, and their institution-affiliated parties, may be subject to
potential enforcement actions by the FDIC and the DFI for unsafe or unsound
practices in conducting their businesses or for violations of any law, rule,
regulation or any condition imposed in writing by the agency or any written
agreement with the agency. Management is not aware of any pending or
threatened enforcement actions against the Bank.

Regulatory Capital Requirements.Federally-insured, state-chartered banks
such as the Bank, are required to maintain minimum levels of regulatory capital
as specified in the FDICs capital maintenance regulations. The FDIC also is
authorized to impose capital requirements in excess of these standards on
individual banks on a case-by-case basis.

The Bank is required to comply with three separate minimum capital
requirements: a tier 1 capital ratio and two risk-based capital
requirements. Tier 1 capital generally includes common shareholders equity,
including retained earnings, qualifying noncumulative perpetual preferred stock
and any related surplus, and minority interests in the equity accounts of fully
consolidated subsidiaries, less intangible assets, other than properly valued
purchased mortgage servicing rights up to certain specified limits and less net
deferred tax assets in excess of certain specified limits.

Tier 1 Capital Ratio.FDIC regulations establish a minimum 3.0% ratio of
Tier 1 capital to total average assets for the most highly-rated
state-chartered, FDIC-supervised banks. All other FDIC supervised banks must
maintain at least a 4.0% tier 1 capital ratio. At December 31, 2002, the
Banks required tier 1 capital ratio was 4.0% and its actual tier 1 capital
ratio was 13.0%.

Risk-Based Capital Requirements.The risk-based capital requirements
generally require the Bank to maintain a ratio of tier 1 capital to
risk-weighted assets of at least 4.0% and a ratio of total risk-based capital
to risk-weighted assets of at least 8.0%. To calculate the amount of capital
required, assets are placed in one of four categories and given a percentage
weight (0%, 20%, 50% or 100%) based on the relative risk of the category. For
example, United States Treasury Bills and Ginnie Mae securities are placed in
the 0% risk category. Fannie Mae and Freddie Mac securities are placed in the
20% risk category, loans secured by one-to four-family residential properties
and certain privately-issued mortgage-backed securities are generally placed in
the 50% risk category, and commercial and consumer loans and other assets are
generally placed in the 100% risk category. In addition, certain
off-balance-sheet items are converted to balance sheet credit equivalent
amounts and each amount is then assigned to one of the four categories.

For purposes of the risk-based capital requirements, total capital means
tier 1 capital plus supplementary or tier 2 capital, so long as the amount of
supplementary or tier 2 capital that is used to satisfy the requirement does
not exceed the amount of tier 1 capital. Tier 2 capital includes cumulative or
other perpetual preferred stock, mandatory convertible subordinated debt and
perpetual subordinated debt, mandatory redeemable preferred stock,
intermediate-term preferred stock, mandatory convertible subordinated debt and
subordinated debt, and the allowance for loan losses up to a maximum of 1.25%
of risk-weighted assets. At December 31, 2002 the Banks tier 1 risk-based and
total capital ratios were 13.2% and 14.4%, respectively.

The federal banking agencies have adopted regulations specifying that the
agencies will include, in their evaluation of a banks capital adequacy, an
assessment of the exposure to declines in the economic value of the banks
capital due to changes in interest rates. The FDIC and the other federal
banking agencies have also promulgated final amendments to their respective
risk-based capital requirements which identify concentration of credit risk and
certain risks arising from nontraditional activities, and the management of
such risk, as important factors to consider in assessing an institutions
overall capital adequacy. The FDIC may require higher minimum capital ratios
based on certain circumstances, including where the institution has significant
risks from concentration of credit or certain risks arising from nontraditional
activities.

Prompt Corrective Action Requirements.The FDIC has implemented a system
requiring regulatory sanctions against state-chartered banks (which, for this
purpose, includes the Bank) that are not adequately capitalized, with the
sanctions growing more severe the lower the institutions capital. The FDIC
has established specific capital ratios for five separate capital categories:
well capitalized, adequately capitalized, undercapitalized,
significantly undercapitalized, and critically undercapitalized.

An institution is treated as well capitalized if its total risk based
capital ratio is 10.0% or more, its tier 1 risk-based ratio is 6.0% or more,
its tier 1 capital ratio is 5.0% or greater, and it is not subject to any order
or directive by the FDIC to meet a specific capital level. The Bank exceeded
these requirements at December 31, 2002.

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The FDIC is authorized and, under certain circumstances, required to take
certain actions against institutions that fail to meet their capital
requirements. The FDIC is generally required to take action to restrict the
activities of an undercapitalized institution. Any such institution must
submit a capital restoration plan and, until such plan is approved by the FDIC,
may not increase its assets, acquire another institution, establish a branch or
engage in any new activities, and generally may not make capital distributions.

In addition, the FDIC must appoint a receiver or conservator for an
institution, with certain limited exceptions, within 90 days after it becomes
critically undercapitalized. Any undercapitalized institution is also
subject to the general enforcement authority of the FDIC, including the
appointment of a conservator or a receiver.

The FDIC is also generally authorized to reclassify an institution into a
lower capital category and impose the restrictions applicable to such category
if the institution is engaged in unsafe or unsound practices or is in an unsafe
or unsound condition.

Community Reinvestment Act and Fair Lending Requirements.The Bank is
subject to certain fair lending requirements and reporting obligations
involving lending operations and Community Reinvestment Act activities. Federal
banking agencies are required to evaluate the record of financial institutions
in meeting the credit needs of their local communities, including low and
moderate income neighborhoods. In addition to substantial penalties and
corrective measures that may be required for a violation of certain fair
lending laws, the federal banking agencies may take compliance with such laws
into account when regulating and supervising other activities such as mergers
and acquisitions. In its most recent examination, the FDIC rated the Bank
satisfactory in complying with its Community Reinvestment Act obligations.

Fiscal and Monetary Policies.Our business and earnings are affected
significantly by the fiscal and monetary policies of the federal government and
its agencies. We are particularly affected by the policies of the Federal
Reserve Board, which regulates the supply of money and credit in the United
States. Among the instruments of monetary policy available to the Federal
Reserve Board are (a) conducting open market operations in United States
government securities; (b) changing the discount rates of borrowings of
depository institutions, (c) imposing or changing reserve requirements against
depository institutions deposits, and (d) imposing or changing reserve
requirements against certain borrowings by banks and their affiliates. These
methods are used in varying degrees and combinations to directly affect the
availability of bank loans and deposits, as well as the interest rates charged
on loans and paid on deposits. The policies of the Federal Reserve Board may
have a material effect on the Companys business, results of operations and
financial condition.

Privacy Provisions of the Gramm-Leach-Bliley Act. Federal banking
regulators, as required under the Gramm-Leach-Bliley Act (the GLB Act), have
adopted rules limiting the ability of banks and other financial institutions to
disclose nonpublic information about consumers to nonaffiliated third parties.
The rules require disclosure of privacy policies to consumers and, in some
circumstances, allow consumers to prevent disclosure of certain personal
information to nonaffiliated third parties. The privacy provisions of the GLB
Act will affect how consumer information is transmitted through diversified
financial service companies and conveyed to outside vendors. In California,
the attempt in the state legislature to pass a California version of a privacy
bill failed in 2001, but it is expected that the proponents of such privacy
proposals will re-introduce financial privacy bills in the next session in
2003. The GLB Act permits states to enact their own privacy rules which may be
stricter than those under the GLB Act. We cannot predict at this time what
terms will be considered in any proposed California privacy legislation,
whether any such proposed legislation will be enacted and if so, when such
legislation may become effective. Therefore, it is not possible at this time
to assess fully the impact of the privacy provisions on our business, results
of operations or financial condition.

Future Legislation.Various legislation, including proposals to change
substantially the financial institution regulatory system, is from time to time
introduced in Congress. This legislation may change banking statutes and our
operating environment in substantial and unpredictable ways. If enacted, this
legislation could increase or decrease the cost of doing business, limit or
expand permissible activities or affect the competitive balance among banks,
savings associations, credit unions, and other financial institutions. We
cannot predict whether any of this potential legislation will be enacted and,
if enacted, the effect that it, or any implementing regulations, would have on
our business, results of operations or financial condition.

Employees

As of December 31, 2002, we had 178 employees. Management believes that
its relations with employees are satisfactory. We are not subject to any
collective bargaining agreements.

Segment Reporting

Financial and other information regarding our operating segments is
contained in Note 21 to our audited consolidated financial statements included
in Item 8 of this report.

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Internet Website

We maintain a website with the address www.itlacapital.com. The
information contained on our website is not included as a part of, or
incorporated by reference into, this Annual Report on Form 10-K. Other than an
investors own Internet access charges, we make available free of charge
through our website our Annual Report on Form 10-K, quarterly reports on Form
10-Q and current reports on Form 8-K, and amendments to these reports, as soon
as reasonably practicable after we have electronically filed such material
with, or furnished such material to, the Securities and Exchange Commission.




Item 2. Properties

ITLA Capital leases
approximately 74,500 square feet of office space for
its operations as shown below.

|                  |  |                                                    |  |                |        |              |  |  |      |                    |  | 
|----------------- |  | -------------------------------------------------- |  | -------------- | ------ | ------------ |  |  | ---- | ------------------ |  | 
|                  |  |                                                    |  |                |        |              |  |  |      | Year Current Lease
|Locations         |  | Office Uses                                        |  | Square Footage |        | Term Expires
|                  |  |                                                    |  |                |        |             
|La Jolla, CA      |  | Corporate Headquarters                             |  |                | 16,403 |              |  |  | 2008 |                   
|La Jolla, CA      |  | Audit and Marketing                                |  |                | 2,325  |              |  |  | 2006 |                   
|Glendale, CA      |  | Loan Operations Division/Real Estate Lending       |  |                | 8,932  |              |  |  | 2005 |                   
|San Francisco, CA |  | Retail Deposit Branch/Real Estate Lending          |  |                | 5,005  |              |  |  | 2007 |                   
|Beverly Hills, CA |  | Retail Deposit Branch                              |  |                | 2,218  |              |  |  | 2005 |                   
|Costa Mesa, CA    |  | Retail Deposit Branch/Money Desk Operations/Real   |  |                |        |              |  |  |      |                   
|                  |  | Estate Lending                                     |  |                | 3,609  |              |  |  | 2006 |                   
|Del Mar, CA       |  | Retail Deposit Branch/Savings Operations           |  |                |        |              |  |  |      |                   
|                  |  | Division/Real Estate Lending                       |  |                | 2,847  |              |  |  | 2004 |                   
|Encino, CA        |  | Retail Deposit Branch                              |  |                | 5,298  |              |  |  | 2004 |                   
|Santa Monica, CA  |  | Loan Operations/Imperial Capital Express           |  |                | 4,991  |              |  |  | 2004 |                   
|Encino, CA        |  | Operations Support                                 |  |                | 3,170  |              |  |  | 2004 |                   
|Glendale, CA      |  | Retail Deposit Branch/Loan Administration Division |  |                | 6,257  |              |  |  | 2006 |                   
|Century City, CA  |  | Lewis Horwitz Organization  2003                   |  |                | 7,003  |              |  |  | 2003 |                   
|Carson City, NV   |  | Savings Branch/Tax Refund Lending/ Private Label   |  |                |        |              |  |  |      |                   
|                  |  | Credit Card                                        |  |                | 2,500  |              |  |  | 2003
|Tempe, AZ         |  | Loan Operations/Imperial Capital Franchise Finance |  |                | 3,920  |              |  |  | 2006 |                   

For additional information regarding our premises, see Item 8. Financial
Statements and Supplementary Data  Notes to Consolidated Financial Statements
- Note 17.

Management believes that ITLA Capitals present facilities are adequate
for its current needs, and that alternative or additional space, if necessary,
will be available on reasonable terms.




Item 3. Legal Proceedings

We are party to certain legal proceedings incidental to our business.
Management believes that the outcome of such proceedings, in the aggregate,
will not have a material effect on our business, financial condition or results
of operations.




Item 4. Submission of Matters to a Vote of Security Holders

No matter was submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the quarter ended December 31,
2002.




PART II




Item 5. Market for Registrants Common Equity and Related Stockholder Matters

Our common stock is traded on the NASDAQ national market system under the
symbol ITLA. As of December 31, 2002, there were nine holders of record of our
common stock representing an estimated 1,000 beneficial shareholders with a
total of 6,061,575 shares outstanding. We have not paid any cash dividends
since our holding company reorganization in 1996.

14



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##### Table of Contents



The following table sets forth, for the periods indicated, the range of
high and low trade prices for our common stock. Stock price data on NASDAQ
reflects inter-dealer prices, without retail mark-up, mark-down or commission.

|     |             |  |              |       |               |  |       |       |               |  |   |       |  |  |   |       | 
|---- | ----------- |  | ------------ | ----- | ------------- |  | ----- | ----- | ------------- |  | - | ----- |  |  | - | ----- | 
|     |             |  | Market Price |       |               |  |      
|     |             |  |              |       | Average Daily
|     |             |  | High         |       | Low           |  | Close |       | Closing Price
|     |             |  |              |       |               |  |       |       |              
|2002 |             |  |              |       |               |  |       |       |               |  |   |       |  |  |   |      
|     | 4th Quarter |  | $            | 36.25 |               |  | $     | 26.37 |               |  | $ | 33.23 |  |  | $ | 31.36 | 
|     | 3rd Quarter |  |              | 31.25 |               |  |       | 27.18 |               |  |   | 30.19 |  |  |   | 29.66 | 
|     | 2nd Quarter |  |              | 31.15 |               |  |       | 25.05 |               |  |   | 29.69 |  |  |   | 29.25 | 
|     | 1st Quarter |  |              | 20.75 |               |  |       | 20.25 |               |  |   | 24.75 |  |  |   | 22.39 | 
|2001 |             |  |              |       |               |  |       |       |               |  |   |       |  |  |   |      
|     | 4th Quarter |  | $            | 21.05 |               |  | $     | 17.86 |               |  | $ | 20.96 |  |  | $ | 19.20 | 
|     | 3rd Quarter |  |              | 20.25 |               |  |       | 17.57 |               |  |   | 20.25 |  |  |   | 18.22 | 
|     | 2nd Quarter |  |              | 19.75 |               |  |       | 15.90 |               |  |   | 18.00 |  |  |   | 17.55 | 
|     | 1st Quarter |  |              | 20.00 |               |  |       | 18.75 |               |  |   | 20.00 |  |  |   | 19.56 | 

The following table includes supplementary quarterly operating results and
per share information for the past two years. The data presented should be
read along with Item 7. Managements Discussion and Analysis of Financial
Condition and Results of Operations and with Item 8. Financial Statements
and Supplementary Data included elsewhere in this report.

Quarterly Operations (Unaudited)

|     |                                                      |  |                                         |        |         |  |              |        |             |  |   |        |   |  |   |        | 
|---- | ---------------------------------------------------- |  | --------------------------------------- | ------ | ------- |  | ------------ | ------ | ----------- |  | - | ------ | - |  | - | ------ | 
|     |                                                      |  | For the Quarter Ended                  
|     |                                                      |  |                                        
|     |                                                      |  | March 31                                |        | June 30 |  | September 30 |        | December 31
|     |                                                      |  |                                         |        |         |  |              |        |            
|     |                                                      |  | (in thousands except per share amounts)
|2002 |                                                      |  |                                         |        |         |  |              |        |             |  |   |        |   |  |   |       
|     | Interest income                                      |  | $                                       | 27,035 |         |  | $            | 26,570 |             |  | $ | 27,380 |   |  | $ | 29,623 | 
|     | Interest expense                                     |  |                                         | 10,489 |         |  |              | 9,076  |             |  |   | 8,800  |   |  |   | 8,957  | 
|     | Net interest income before
provision for loan losses |  |                                         | 16,546 |         |  |              | 17,494 |             |  |   | 18,580 |   |  |   | 20,666 | 
|     | Provision for loan losses                            |  |                                         | 1,325  |         |  |              | 2,100  |             |  |   | 2,700  |   |  |   | 2,905  | 
|     | Non-interest income                                  |  |                                         | 125    |         |  |              | 102    |             |  |   | (54    | ) |  |   | 200    | 
|     | General and administrative expense                   |  |                                         | 6,318  |         |  |              | 6,312  |             |  |   | 6,459  |   |  |   | 7,943  | 
|     | Total real estate owned expense,
net                 |  |                                         | 467    |         |  |              | 508    |             |  |   | 71     |   |  |   | 277    | 
|     | Provision for income taxes                           |  |                                         | 3,043  |         |  |              | 3,074  |             |  |   | 3,326  |   |  |   | 3,345  | 
|     | Net income                                           |  |                                         | 4,719  |         |  |              | 4,805  |             |  |   | 5,155  |   |  |   | 5,326  | 
|     | Basic earnings per share                             |  | $                                       | 0.79   |         |  | $            | 0.80   |             |  | $ | 0.86   |   |  | $ | 0.89   | 
|     | Diluted earnings per share                           |  | $                                       | 0.74   |         |  | $            | 0.75   |             |  | $ | 0.80   |   |  | $ | 0.84   | 
|2001 |                                                      |  |                                         |        |         |  |              |        |             |  |   |        |   |  |   |       
|     | Interest income                                      |  | $                                       | 32,266 |         |  | $            | 31,428 |             |  | $ | 29,633 |   |  | $ | 29,768 | 
|     | Interest expense                                     |  |                                         | 18,638 |         |  |              | 16,913 |             |  |   | 15,223 |   |  |   | 13,089 | 
|     | Net interest income before
provision for loan losses |  |                                         | 13,628 |         |  |              | 14,515 |             |  |   | 14,410 |   |  |   | 16,679 | 
|     | Provision for loan losses                            |  |                                         | 450    |         |  |              | 500    |             |  |   | 1,500  |   |  |   | 2,125  | 
|     | Non-interest income                                  |  |                                         | 314    |         |  |              | 239    |             |  |   | 251    |   |  |   | 255    | 
|     | General and administrative expense                   |  |                                         | 5,131  |         |  |              | 5,781  |             |  |   | 5,672  |   |  |   | 6,234  | 
|     | Total real estate owned expense,
net                 |  |                                         | 169    |         |  |              | 47     |             |  |   | 68     |   |  |   | 103    | 
|     | Provision for income taxes                           |  |                                         | 2,905  |         |  |              | 2,911  |             |  |   | 2,583  |   |  |   | 2,994  | 
|     | Net income                                           |  |                                         | 4,713  |         |  |              | 4,719  |             |  |   | 4,039  |   |  |   | 4,680  | 
|     | Basic earnings per share                             |  | $                                       | 0.70   |         |  | $            | 0.71   |             |  | $ | 0.64   |   |  | $ | 0.77   | 
|     | Diluted earnings per share                           |  | $                                       | 0.67   |         |  | $            | 0.69   |             |  | $ | 0.62   |   |  | $ | 0.74   | 

15



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##### Table of Contents






Item 6. Selected Financial Data

The following condensed consolidated statements of operations and
financial condition and selected performance ratios as of December 31, 2002,
2001, 2000, 1999, and 1998 and for the years then ended have been derived from
our audited consolidated financial statements. The information below is
qualified in its entirety by the detailed information included elsewhere herein
and should be read along with Item 7. Managements Discussion and Analysis of
Financial Condition and Results of Operations and Item 8. Financial Statement
and Supplementary Data.

|                                                                                                              |                                                                                                      |                                        |                                      |                                            |           |                                            |           |        |           |        |           |          |           |        |           |        |           |        |           |        |           |        |           | 
|------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------- | -------------------------------------- | ------------------------------------ | ------------------------------------------ | --------- | ------------------------------------------ | --------- | ------ | --------- | ------ | --------- | -------- | --------- | ------ | --------- | ------ | --------- | ------ | --------- | ------ | --------- | ------ | --------- | 
|                                                                                                              |                                                                                                      |                                        |                                      |                                            |           | As of and for the years ended December 31,
|                                                                                                              |                                                                                                      |                                        |                                      |                                            |           |                                           
|                                                                                                              |                                                                                                      |                                        |                                      |                                            |           | 2002                                       |           | 2001   |           | 2000   |           | 1999     |           | 1998  
|                                                                                                              |                                                                                                      |                                        |                                      |                                            |           |                                            |           |        |           |        |           |          |           |       
|Condensed Consolidated Statements of Operations                                                               |                                                                                                      | (in thousands except per share amount)
|                                                                                                              |                                                                                                     
|Total interest income                                                                                         |                                                                                                      | $                                      | 110,608                              |                                            |           | $                                          | 123,095   |        |           | $      | 123,775   |          |           | $      | 101,213   |        |           | $      | 101,665   |       
|Total interest expense                                                                                        |                                                                                                      |                                        | 37,322                               |                                            |           |                                            | 63,863    |        |           |        | 68,642    |          |           |        | 48,460    |        |           |        | 51,387    |       
|                                                                                                              |                                                                                                      |                                        |                                      |                                            |           |                                            |           |        |           |        |           |          |           |        |           |        |           |        |           |       
|                                                                                                              | Net interest income before provisions for loan losses
and valuation allowance on loans held for sale |                                        |                                      | 73,286                                     |           |                                            |           | 59,232 |           |        |           | 55,133   |           |        |           | 52,753 |           |        |           | 50,278 |          
|Provision for loan losses                                                                                     |                                                                                                      |                                        | 9,030                                |                                            |           |                                            | 4,575     |        |           |        | 4,775     |          |           |        | 4,950     |        |           |        | 4,550     |       
|Provision for valuation allowance on loans held for sale                                                      |                                                                                                      |                                        |                                     |                                            |           |                                            |          |        |           |        |          |          |           |        |          |        |           |        | 1,400     |       
|                                                                                                              |                                                                                                      |                                        |                                      |                                            |           |                                            |           |        |           |        |           |          |           |        |           |        |           |        |           |       
|                                                                                                              | Net interest income after provisions for losses and
valuation allowance on loans held for sale       |                                        |                                      | 64,256                                     |           |                                            |           | 54,657 |           |        |           | 50,358   |           |        |           | 47,803 |           |        |           | 44,328 |          
|                                                                                                              |                                                                                                      |                                        |                                      |                                            |           |                                            |           |        |           |        |           |          |           |        |           |        |           |        |           |       
|Non-interest income                                                                                           |                                                                                                      |                                        | 373                                  |                                            |           |                                            | 1,059     |        |           |        | 2,331     |          |           |        | 901       |        |           |        | 2,447     |       
|                                                                                                              |                                                                                                      |                                        |                                      |                                            |           |                                            |           |        |           |        |           |          |           |        |           |        |           |        |           |       
|Non-interest expense:                                                                                         |                                                                                                      |                                        |                                      |                                            |           |                                            |           |        |           |        |           |          |           |        |           |        |           |        |           |       
|                                                                                                              | Compensation and benefits                                                                            |                                        |                                      | 13,954                                     |           |                                            |           | 11,778 |           |        |           | 9,958    |           |        |           | 9,739  |           |        |           | 10,564 |          
|                                                                                                              | Occupancy and equipment                                                                              |                                        |                                      | 3,165                                      |           |                                            |           | 2,968  |           |        |           | 2,567    |           |        |           | 2,788  |           |        |           | 2,783  |          
|                                                                                                              | Other general and administrative expenses                                                            |                                        |                                      | 9,913                                      |           |                                            |           | 8,072  |           |        |           | 8,129    |           |        |           | 8,230  |           |        |           | 7,317  |          
|                                                                                                              | Real estate owned expense, net                                                                       |                                        |                                      | 1,323                                      |           |                                            |           | 387    |           |        |           | 138      |           |        |           | 472    |           |        |           | 984    |          
|                                                                                                              |                                                                                                      |                                        |                                      |                                            |           |                                            |           |        |           |        |           |          |           |        |           |        |           |        |           |       
|                                                                                                              |                                                                                                      |                                        | Total recurring non-interest expense |                                            |           | 28,355                                     |           |        |           | 23,205 |           |          |           | 20,792 |           |        |           | 21,229 |           |        |           | 21,648 |          
|                                                                                                              | Nonrecurring expense                                                                                 |                                        |                                      |                                           |           |                                            |           |       |           |        |           | (1)1,400 |           |        |           |       |           |        |           |       |          
|                                                                                                              |                                                                                                      |                                        |                                      |                                            |           |                                            |           |        |           |        |           |          |           |        |           |        |           |        |           |       
|                                                                                                              |                                                                                                      |                                        | Total non-interest expense           |                                            |           | 28,355                                     |           |        |           | 23,205 |           |          |           | 22,192 |           |        |           | 21,229 |           |        |           | 21,648 |          
|                                                                                                              |                                                                                                      |                                        |                                      |                                            |           |                                            |           |        |           |        |           |          |           |        |           |        |           |        |           |       
|                                                                                                              | Income before provision for income taxes and minority
interest in income of subsidiary               |                                        |                                      | 36,274                                     |           |                                            |           | 32,511 |           |        |           | 30,497   |           |        |           | 27,475 |           |        |           | 25,127 |          
|                                                                                                              | Minority interest in income of subsidiary(2)                                                         |                                        |                                      | 3,481                                      |           |                                            |           | 2,967  |           |        |           | 478      |           |        |           |       |           |        |           |       |          
|                                                                                                              |                                                                                                      |                                        |                                      |                                            |           |                                            |           |        |           |        |           |          |           |        |           |        |           |        |           |       
|                                                                                                              | Income before provision for income taxes                                                             |                                        |                                      | 32,793                                     |           |                                            |           | 29,544 |           |        |           | 30,019   |           |        |           | 27,475 |           |        |           | 25,127 |          
|Provision for income taxes                                                                                    |                                                                                                      |                                        | 12,788                               |                                            |           |                                            | 11,393    |        |           |        | 11,880    |          |           |        | 11,270    |        |           |        | 10,304    |       
|                                                                                                              |                                                                                                      |                                        |                                      |                                            |           |                                            |           |        |           |        |           |          |           |        |           |        |           |        |           |       
|NET INCOME                                                                                                    |                                                                                                      | $                                      | 20,005                               |                                            |           | $                                          | 18,151    |        |           | $      | 18,139    |          |           | $      | 16,205    |        |           | $      | 14,823    |       
|                                                                                                              |                                                                                                      |                                        |                                      |                                            |           |                                            |           |        |           |        |           |          |           |        |           |        |           |        |           |       
|BASIC EARNINGS PER SHARE                                                                                      |                                                                                                      | $                                      | 3.35                                 |                                            |           | $                                          | 2.82      |        |           | $      | 2.57      |          |           | $      | 2.26      |        |           | $      | 1.95      |       
|DILUTED EARNINGS PER SHARE                                                                                    |                                                                                                      | $                                      | 3.16                                 |                                            |           | $                                          | 2.72      |        |           | $      | 2.51      |          |           | $      | 2.21      |        |           | $      | 1.89      |       
|Dividends paid                                                                                                |                                                                                                      | $                                      |                                     |                                            |           | $                                          |          |        |           | $      |          |          |           | $      |          |        |           | $      |          |       
|                                                                                                             
|Condensed Consolidated Statements of Financial Condition                                                      |                                                                                                      |                                        |                                      |                                            |           |                                            |           |        |           |        |           |          |           |        |           |        |           |        |           |       
|                                                                                                              |                                                                                                     
|Cash and cash equivalents                                                                                     |                                                                                                      | $                                      | 160,848                              |                                            |           | $                                          | 134,241   |        |           | $      | 70,950    |          |           | $      | 72,242    |        |           | $      | 125,602   |       
|Investment securities available for sale, at fair value                                                       |                                                                                                      |                                        | 54,677                               |                                            |           |                                            | 29,411    |        |           |        | 46,325    |          |           |        | 59,247    |        |           |        | 329       |       
|Stock in Federal Home Loan Bank                                                                               |                                                                                                      |                                        | 16,934                               |                                            |           |                                            | 13,464    |        |           |        | 3,963     |          |           |        | 8,894     |        |           |        | 12,633    |       
|Loans, net                                                                                                    |                                                                                                      |                                        | 1,316,298                            |                                            |           |                                            | 1,122,370 |        |           |        | 1,045,927 |          |           |        | 951,480   |        |           |        | 862,089   |       
|Real estate loans held in trust, net                                                                          |                                                                                                      |                                        | 121,936                              |                                            |           |                                            | 162,158   |        |           |        | 211,722   |          |           |        |          |        |           |        |          |       
|Loans held for sale, at lower of cost or fair market value                                                    |                                                                                                      |                                        |                                     |                                            |           |                                            |          |        |           |        |          |          |           |        |          |        |           |        | 12,188    |       
|Interest receivable                                                                                           |                                                                                                      |                                        | 9,158                                |                                            |           |                                            | 11,144    |        |           |        | 11,821    |          |           |        | 7,383     |        |           |        | 6,321     |       
|Other real estate owned, net                                                                                  |                                                                                                      |                                        | 12,593                               |                                            |           |                                            | 13,741    |        |           |        | 2,250     |          |           |        | 1,041     |        |           |        | 1,201     |       
|Premises and equipment, net                                                                                   |                                                                                                      |                                        | 4,197                                |                                            |           |                                            | 2,177     |        |           |        | 2,690     |          |           |        | 3,253     |        |           |        | 3,493     |       
|Deferred income taxes                                                                                         |                                                                                                      |                                        | 13,822                               |                                            |           |                                            | 11,869    |        |           |        | 11,302    |          |           |        | 9,401     |        |           |        | 6,270     |       
|Goodwill                                                                                                      |                                                                                                      |                                        | 3,118                                |                                            |           |                                            |          |        |           |        |          |          |           |        |          |        |           |        |          |       
|Other assets                                                                                                  |                                                                                                      |                                        | 8,384                                |                                            |           |                                            | 7,733     |        |           |        | 8,193     |          |           |        | 2,882     |        |           |        | 2,521     |       
|                                                                                                              |                                                                                                      |                                        |                                      |                                            |           |                                            |           |        |           |        |           |          |           |        |           |        |           |        |           |       
|                                                                                                              |                                                                                                      | Total Assets                           |                                      | $                                          | 1,721,965 |                                            |           | $      | 1,508,308 |        |           | $        | 1,415,143 |        |           | $      | 1,115,823 |        |           | $      | 1,032,647 |       
|                                                                                                              |                                                                                                      |                                        |                                      |                                            |           |                                            |           |        |           |        |           |          |           |        |           |        |           |        |           |       
|Deposit accounts                                                                                              |                                                                                                      | $                                      | 1,065,911                            |                                            |           | $                                          | 953,654   |        |           | $      | 1,015,699 |          |           | $      | 913,613   |        |           | $      | 866,798   |       
|Collateralized mortgage obligations                                                                           |                                                                                                      |                                        | 69,077                               |                                            |           |                                            | 109,648   |        |           |        | 161,852   |          |           |        |          |        |           |        |          |       
|Federal Home Loan Bank advances                                                                               |                                                                                                      |                                        | 338,685                              |                                            |           |                                            | 269,285   |        |           |        | 79,250    |          |           |        | 67,250    |        |           |        | 48,500    |       
|Account payable and other liabilities                                                                         |                                                                                                      |                                        | 10,006                               |                                            |           |                                            | 9,674     |        |           |        | 11,269    |          |           |        | 11,265    |        |           |        | 11,467    |       
|Guaranteed preferred beneficial interests in the
Companys junior subordinated deferrable interest
debentures |                                                                                                      |                                        | 81,595                               |                                            |           |                                            | 28,118    |        |           |        | 13,519    |          |           |        |          |        |           |        |          |       
|Shareholders equity                                                                                          |                                                                                                      |                                        | 156,691                              |                                            |           |                                            | 137,929   |        |           |        | 133,554   |          |           |        | 123,695   |        |           |        | 105,882   |       
|                                                                                                              |                                                                                                      |                                        |                                      |                                            |           |                                            |           |        |           |        |           |          |           |        |           |        |           |        |           |       
|                                                                                                              |                                                                                                      |                                        |                                      | Total Liabilities and Shareholders Equity |           | $                                          | 1,721,965 |        |           | $      | 1,508,308 |          |           | $      | 1,415,143 |        |           | $      | 1,115,823 |        |           | $      | 1,032,647 | 
|                                                                                                              |                                                                                                      |                                        |                                      |                                            |           |                                            |           |        |           |        |           |          |           |        |           |        |           |        |           |       
|Book value per share                                                                                          |                                                                                                      | $                                      | 27.11                                |                                            |           | $                                          | 23.54     |        |           | $      | 20.05     |          |           | $      | 17.22     |        |           | $      | 14.77     |       
|                                                                                                              |                                                                                                      |                                        |                                      |                                            |           |                                            |           |        |           |        |           |          |           |        |           |        |           |        |           |       



---

|(1) |  | Represents expenses related to the consolidation of the Banks headquarters
with ITLA Capitals headquarters in La Jolla, California.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(2) |  | Represents accrued distributions payable on our trust preferred securities.                                                          

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##### Table of Contents



|                                                                                |  |                                            |        |      |  |      |        |      |  |      |        |   |  |  |        |   |  |  |        |   
|------------------------------------------------------------------------------- |  | ------------------------------------------ | ------ | ---- |  | ---- | ------ | ---- |  | ---- | ------ | - |  |  | ------ | - |  |  | ------ | --
|                                                                                |  | As of and for the years ended December 31,
|                                                                                |  |                                           
|                                                                                |  | 2002                                       |        | 2001 |  | 2000 |        | 1999 |  | 1998
|                                                                                |  |                                            |        |      |  |      |        |      |  |     
|Selected Performance Ratios                                                     |  |                                            |        |      |  |      |        |      |  |      |        |   |  |  |        |   |  |  |        |   
|Return on average assets                                                        |  |                                            | 1.41   | %    |  |      | 1.32   | %    |  |      | 1.47   | % |  |  | 1.57   | % |  |  | 1.46   | % 
|Return on average shareholders equity                                          |  |                                            | 13.56  | %    |  |      | 13.28  | %    |  |      | 13.95  | % |  |  | 14.23  | % |  |  | 13.95  | % 
|Net interest margin (1)                                                         |  |                                            | 5.30   | %    |  |      | 4.33   | %    |  |      | 4.47   | % |  |  | 5.11   | % |  |  | 4.96   | % 
|Average interest-earning assets to average interest bearing
liabilities         |  |                                            | 113.94 | %    |  |      | 113.80 | %    |  |      | 113.49 | % |  |  | 113.74 | % |  |  | 113.06 | % 
|Efficiency ratio (2)                                                            |  |                                            | 38.50  | %    |  |      | 38.49  | %    |  |      | 38.62  | % |  |  | 39.57  | % |  |  | 41.06  | % 
|Efficiency ratio excluding real estate operations and
nonrecurring expense, net |  |                                            | 36.70  | %    |  |      | 37.85  | %    |  |      | 35.94  | % |  |  | 38.69  | % |  |  | 39.19  | % 
|Total recurring general and administrative expense to average
assets            |  |                                            | 1.90   | %    |  |      | 1.66   | %    |  |      | 1.78   | % |  |  | 2.01   | % |  |  | 2.04   | % 
|Average shareholders equity to average assets                                  |  |                                            | 10.36  | %    |  |      | 9.93   | %    |  |      | 10.86  | % |  |  | 11.01  | % |  |  | 10.47  | % 
|Nonperforming assets to total assets                                            |  |                                            | 1.08   | %    |  |      | 1.92   | %    |  |      | 1.44   | % |  |  | 0.81   | % |  |  | 0.64   | % 
|Allowance for loan losses to loans held for investment, net (3)                 |  |                                            | 2.31   | %    |  |      | 2.16   | %    |  |      | 2.12   | % |  |  | 2.05   | % |  |  | 1.91   | % 
|Allowance for loan loss to nonaccrual loans                                     |  |                                            | 555.61 | %    |  |      | 174.30 | %    |  |      | 149.85 | % |  |  | 249.40 | % |  |  | 309.37 | % 
|Net charge-offs (recoveries) to average loans held for
investment, net          |  |                                            | 0.36   | %    |  |      | 0.39   | %    |  |      | 0.18   | % |  |  | 0.20   | % |  |  | (0.01  | %)



---

|(1) |  | Net interest margin represents net interest income divided by total
average interest-earning assets.                                     
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(2) |  | Efficiency ratio represents non-interest expense divided by non-interest
income and net interest income before provision for loan losses.
|   
|   
|   
|   
|(3) |  | Real estate loans before allowance for loan losses and net of unearned
finance charges and loan fees.                                    




Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations

General

The following discussion and analysis reviews the financial condition and
results of our consolidated operations, including our consolidated
subsidiaries: Imperial Capital Bank and the Imperial Capital Real Estate
Investment Trust.

The following discussion and analysis is intended to identify the major
factors that influenced our financial condition as of December 31, 2002 and
2001 and our results of operations for the years ended December 31, 2002, 2001
and 2000. Our primary business involves the origination and purchase of loans
secured by income producing real estate, located predominately in California
and, to a lesser extent, the purchase of franchise loans and the funding of
film finance loans.

Consolidated net income in 2002 was $20.0 million, or $3.16 per diluted
share, compared to $18.2 million, or $2.72 per diluted share, in 2001 and $18.1
million, or $2.51 per diluted share, in 2000. The increase in net income in
2002 was primarily due to an increase in net interest income to $73.3 million
for 2002 as compared to $59.2 million in 2001. This increase was partially
offset by a $4.5 million increase in provision for loan losses and a $5.2
million increase in non-interest expense.

The increase in net income in 2001 was primarily due to an increase in net
interest income to $59.2 million for 2001 as compared to $55.1 million in 2000.
This increase was partially offset by a $2.5 million increase in minority
interest in income of subsidiary, a decrease of $1.3 million in non-interest
income and an increase of $1.0 million in non-interest expense.

Total loan production including the unfunded portion of construction loans
was $674.1 million for the year ended December 31, 2002, as compared to $502.1
million and $653.9 million for the years ended December 31, 2001 and 2000.
Loan production in 2002 consisted of real estate loan originations of $412.3
million, real estate loan purchases of $120.4 million (including the $36.8
million of loans relating to the acquisition of Asahi Bank of California), the
acquisition of $92.6 million and the origination of $34.3 million of film
finance loans and the purchase of $7.3 million of franchise loans. In
addition, at December 31, 2002, we held $4.2 million of commercial revolving
credit loans relating to our strategic alliance with Household.

17



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Our average total assets increased approximately 3.4% during 2002
to $1.4 billion. Average deposit accounts totaled $931.4 million in 2002
compared to $960.0 million in 2001, a decrease of $28.6 million, or 3.0%.
FHLB advances averaged $194.2 million in 2002, compared to $103.7 million in
2001, an increase of $90.5 million, or 87.3%. This increase in average FHLB
advances was primarily utilized to fund the increase in the loan portfolio.
The average balance of the CMOs was $88.5 million during 2002 compared to
$139.3 million in 2001 reflecting repayments on loans held in trust.

Results of Operations

Net Interest Income

The following table presents, for the periods indicated, our condensed
average balance sheet information, together with interest income and yields
earned on average interest-earning assets and interest expense and rates paid
on average interest-bearing liabilities. Average balances are computed using
daily average balances. Nonaccrual loans are included in loans receivable.

18



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|                                                      |                                            |   |                          |           |         |   |         |         |         |  |         |      |        |   |           |           |         |   |         |         |  |  |      |      |   |   |           |           |  |   |         |         |  |  |       |       |  
|----------------------------------------------------- | ------------------------------------------ | - | ------------------------ | --------- | ------- | - | ------- | ------- | ------- |  | ------- | ---- | ------ | - | --------- | --------- | ------- | - | ------- | ------- |  |  | ---- | ---- | - | - | --------- | --------- |  | - | ------- | ------- |  |  | ----- | ----- | -
|                                                      |                                            |   | Years Ended December 31,
|                                                      |                                            |   |                         
|                                                      |                                            |   | 2002                     |           | 2001    |   | 2000   
|                                                      |                                            |   |                          |           |         |   |        
|                                                      |                                            |   | Average                  |           | Income/ |   | Yield/  |         | Average |  | Income/ |      | Yield/ |   | Average   |           | Income/ |   | Yield/ 
|                                                      |                                            |   | Balance                  |           | Expense |   | Rate    |         | Balance |  | Expense |      | Rate   |   | Balance   |           | Expense |   | Rate   
|                                                      |                                            |   |                          |           |         |   |         |         |         |  |         |      |        |   |           |           |         |   |        
|                                                      |                                            |   | (dollars in thousands)  
|Assets                                                |                                            |   |                          |           |         |   |         |         |         |  |         |      |        |   |           |           |         |   |         |         |  |  |      |      |   |   |           |           |  |   |         |         |  |  |       |      
|Cash and investment securities                        |                                            | $ | 77,384                   |           |         | $ | 3,475   |         |         |  | 4.49    | %    |        | $ | 73,823    |           |         | $ | 3,192   |         |  |  | 4.32 | %    |   | $ | 84,660    |           |  | $ | 5,164   |         |  |  | 6.10  | %    
|Loans (1)                                             |                                            |   | 1,083,645                |           |         |   | 91,066  |         |         |  | 8.40    | %    |        |   | 1,072,792 |           |         |   | 102,233 |         |  |  | 9.53 | %    |   |   | 964,620   |           |  |   | 102,419 |         |  |  | 10.62 | %    
|Real estate loans held in trust                       |                                            |   | 143,705                  |           |         |   | 10,239  |         |         |  | 7.13    | %    |        |   | 189,349   |           |         |   | 14,954  |         |  |  | 7.90 | %    |   |   | 182,982   |           |  |   | 16,192  |         |  |  | 8.85  | %    
|Franchise loans                                       |                                            |   | 60,492                   |           |         |   | 4,479   |         |         |  | 7.40    | %    |        |   | 32,956    |           |         |   | 2,716   |         |  |  | 8.24 | %    |   |   |          |           |  |   |        |         |  |  |      |      
|Motion picture financing                              |                                            |   | 18,060                   |           |         |   | 1,349   |         |         |  | 7.47    | %    |        |   |          |           |         |   |        |         |  |  |     |      |   |   |          |           |  |   |        |         |  |  |      |      
|                                                      |                                            |   |                          |           |         |   |         |         |         |  |         |      |        |   |           |           |         |   |         |         |  |  |      |      |   |   |           |           |  |   |         |         |  |  |       |      
|                                                      | Total loans receivable                     |   |                          | 1,305,902 |         |   |         | 107,133 |         |  |         | 8.20 | %      |   |           | 1,295,097 |         |   |         | 119,903 |  |  |      | 9.26 | % |   |           | 1,147,602 |  |   |         | 118,611 |  |  |       | 10.34 | %
|                                                      |                                            |   |                          |           |         |   |         |         |         |  |         |      |        |   |           |           |         |   |         |         |  |  |      |      |   |   |           |           |  |   |         |         |  |  |       |      
|Total interest earning assets                         |                                            |   | 1,383,286                |           |         | $ | 110,608 |         |         |  | 8.00    | %    |        |   | 1,368,920 |           |         | $ | 123,095 |         |  |  | 8.99 | %    |   |   | 1,232,262 |           |  | $ | 123,775 |         |  |  | 10.04 | %    
|                                                      |                                            |   |                          |           |         |   |         |         |         |  |         |      |        |   |           |           |         |   |         |         |  |  |      |      |   |   |           |           |  |   |         |         |  |  |       |      
|Non-interest-earning assets                           |                                            |   | 70,468                   |           |         |   |         |         |         |  |         |      |        |   | 34,218    |           |         |   |         |         |  |  |      |      |   |   | 28,963    |           |  |   |         |         |  |  |       |      
|Allowance for loan losses                             |                                            |   | (30,071                  | )         |         |   |         |         |         |  |         |      |        |   | (26,835   | )         |         |   |         |         |  |  |      |      |   |   | (24,571   | )         |  |   |         |         |  |  |       |      
|                                                      |                                            |   |                          |           |         |   |         |         |         |  |         |      |        |   |           |           |         |   |         |         |  |  |      |      |   |   |           |           |  |   |         |         |  |  |       |      
|                                                      | Total assets                               |   | $                        | 1,423,683 |         |   |         |         |         |  |         |      |        |   | $         | 1,376,303 |         |   |         |         |  |  |      |      |   |   | $         | 1,236,654 |  |   |         |         |  |  |       |       |  
|                                                      |                                            |   |                          |           |         |   |         |         |         |  |         |      |        |   |           |           |         |   |         |         |  |  |      |      |   |   |           |           |  |   |         |         |  |  |       |      
|Liabilities and Shareholders Equity                  |                                            |   |                          |           |         |   |         |         |         |  |         |      |        |   |           |           |         |   |         |         |  |  |      |      |   |   |           |           |  |   |         |         |  |  |       |      
|Deposit accounts:                                     |                                            |   |                          |           |         |   |         |         |         |  |         |      |        |   |           |           |         |   |         |         |  |  |      |      |   |   |           |           |  |   |         |         |  |  |       |      
|Money market and
passbook accounts                    |                                            | $ | 151,258                  |           |         | $ | 2,873   |         |         |  | 1.90    | %    |        | $ | 119,022   |           |         | $ | 4,767   |         |  |  | 4.01 | %    |   | $ | 115,035   |           |  | $ | 6,384   |         |  |  | 5.55  | %    
|Time certificates                                     |                                            |   | 780,168                  |           |         |   | 26,476  |         |         |  | 3.39    | %    |        |   | 841,002   |           |         |   | 48,097  |         |  |  | 5.72 | %    |   |   | 798,599   |           |  |   | 49,584  |         |  |  | 6.21  | %    
|                                                      |                                            |   |                          |           |         |   |         |         |         |  |         |      |        |   |           |           |         |   |         |         |  |  |      |      |   |   |           |           |  |   |         |         |  |  |       |      
|                                                      | Total deposit accounts                     |   |                          | 931,426   |         |   |         | 29,349  |         |  |         | 3.15 | %      |   |           | 960,024   |         |   |         | 52,864  |  |  |      | 5.51 | % |   |           | 913,634   |  |   |         | 55,968  |  |  |       | 6.13  | %
|Collateralize mortgage obligations                    |                                            |   | 88,485                   |           |         |   | 2,301   |         |         |  | 2.60    | %    |        |   | 139,267   |           |         |   | 6,209   |         |  |  | 4.46 | %    |   |   | 141,796   |           |  |   | 10,901  |         |  |  | 7.69  | %    
|FHLB Advances                                         |                                            |   | 194,160                  |           |         |   | 5,672   |         |         |  | 2.92    | %    |        |   | 103,675   |           |         |   | 4,790   |         |  |  | 4.62 | %    |   |   | 30,366    |           |  |   | 1,773   |         |  |  | 5.84  | %    
|                                                      |                                            |   |                          |           |         |   |         |         |         |  |         |      |        |   |           |           |         |   |         |         |  |  |      |      |   |   |           |           |  |   |         |         |  |  |       |      
|Total interest bearing liabilities                    |                                            |   | 1,214,071                |           |         | $ | 37,322  |         |         |  | 3.07    | %    |        |   | 1,202,966 |           |         | $ | 63,863  |         |  |  | 5.31 | %    |   |   | 1,085,796 |           |  | $ | 68,642  |         |  |  | 6.32  | %    
|                                                      |                                            |   |                          |           |         |   |         |         |         |  |         |      |        |   |           |           |         |   |         |         |  |  |      |      |   |   |           |           |  |   |         |         |  |  |       |      
|Noninterest-bearing liabilities                       |                                            |   | 62,080                   |           |         |   |         |         |         |  |         |      |        |   | 36,644    |           |         |   |         |         |  |  |      |      |   |   | 16,586    |           |  |   |         |         |  |  |       |      
|Shareholders equity                                  |                                            |   | 147,532                  |           |         |   |         |         |         |  |         |      |        |   | 136,693   |           |         |   |         |         |  |  |      |      |   |   | 134,272   |           |  |   |         |         |  |  |       |      
|                                                      |                                            |   |                          |           |         |   |         |         |         |  |         |      |        |   |           |           |         |   |         |         |  |  |      |      |   |   |           |           |  |   |         |         |  |  |       |      
|                                                      | Total liabilities and
shareholders equity |   | $                        | 1,423,683 |         |   |         |         |         |  |         |      |        |   | $         | 1,376,303 |         |   |         |         |  |  |      |      |   |   | $         | 1,236,654 |  |   |         |         |  |  |       |       |  
|                                                      |                                            |   |                          |           |         |   |         |         |         |  |         |      |        |   |           |           |         |   |         |         |  |  |      |      |   |   |           |           |  |   |         |         |  |  |       |      
|Net interest spread (2)                               |                                            |   |                          |           |         |   |         |         |         |  | 4.93    | %    |        |   |           |           |         |   |         |         |  |  | 3.68 | %    |   |   |           |           |  |   |         |         |  |  | 3.72  | %    
|                                                      |                                            |   |                          |           |         |   |         |         |         |  |         |      |        |   |           |           |         |   |         |         |  |  |      |      |   |   |           |           |  |   |         |         |  |  |       |      
|Net interest income before
provisions for loan losses |                                            |   |                          |           |         | $ | 73,286  |         |         |  |         |      |        |   |           |           |         | $ | 59,232  |         |  |  |      |      |   |   |           |           |  | $ | 55,133  |         |  |  |       |      
|                                                      |                                            |   |                          |           |         |   |         |         |         |  |         |      |        |   |           |           |         |   |         |         |  |  |      |      |   |   |           |           |  |   |         |         |  |  |       |      
|Net interest margin (3)                               |                                            |   |                          |           |         |   |         |         |         |  | 5.30    | %    |        |   |           |           |         |   |         |         |  |  | 4.33 | %    |   |   |           |           |  |   |         |         |  |  | 4.47  | %    
|                                                      |                                            |   |                          |           |         |   |         |         |         |  |         |      |        |   |           |           |         |   |         |         |  |  |      |      |   |   |           |           |  |   |         |         |  |  |       |      



---

|(1) |  | Before allowance for loan losses and net of deferred loan fees and costs.
Net loan fee amortization of $1.7 million, $1.3 million and $1.7 million
was included in net interest income for 2002, 2001 and 2000, respectively.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(2) |  | Average yield on interest-earning assets minus average rate paid on
interest-bearing liabilities.                                                                                                                            
|   
|   
|   
|   
|(3) |  | Net interest income divided by total average interest-earning assets.                                                                                                                                                        

Our primary source of revenue is net interest income. Our net interest
income is affected by (a) the difference between the yields recognized on
interest-earning assets, including loans and investments, and the interest
rates paid on interest-bearing liabilities, which is referred to as net
interest spread, and (b) the relative amounts of interest-earning assets and
interest-bearing liabilities. As of December 31, 2002, 2001 and 2000, our
ratio of average interest-earning assets to average interest-bearing
liabilities was 113.93%, 113.80% and 113.49%, respectively.

The following table sets forth a summary of the changes in interest income
and interest expense resulting from changes in average interest-earning asset
and interest-bearing liability balances and changes in average interest rates.
The change in interest due to both volume and rate has been allocated to change
due to volume and rate in proportion to the relationship of the absolute dollar
amounts of each.

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|                                             |                                     |                                 |                                               |                                         |        |                     |         |                     |         |         |         |         |        |         |        |       |        |       |         |        |         |         |        |        |        |        |       | 
|-------------------------------------------- | ----------------------------------- | ------------------------------- | --------------------------------------------- | --------------------------------------- | ------ | ------------------- | ------- | ------------------- | ------- | ------- | ------- | ------- | ------ | ------- | ------ | ----- | ------ | ----- | ------- | ------ | ------- | ------- | ------ | ------ | ------ | ------ | ----- | 
|                                             |                                     |                                 |                                               |                                         |        | 2002 vs. 2001       |         | 2001 vs. 2000      
|                                             |                                     |                                 |                                               |                                         |        |                     |         |                    
|                                             |                                     |                                 |                                               |                                         |        | Increase (Decrease) |         | Increase (Decrease)
|                                             |                                     |                                 |                                               |                                         |        | Due to:             |         | Due to:            
|                                             |                                     |                                 |                                               |                                         |        |                     |         |                    
|                                             |                                     |                                 |                                               |                                         |        | Volume              |         | Rate                |         | Total   |         | Volume  |        | Rate    |        | Total
|                                             |                                     |                                 |                                               |                                         |        |                     |         |                     |         |         |         |         |        |         |        |      
|                                             |                                     |                                 |                                               |                                         |        | (in thousands)     
|Interest and fees earned on:                 |                                     |                                 |                                               |                                         |        |                     |         |                     |         |         |         |         |        |         |        |       |        |       |         |        |         |         |        |       
|                                             |                                     | Loans, net                      |                                               | $                                       | 4,695  |                     |         | $                   | (12,750 | )       |         | $       | (8,055 | )       |        | $     | 13,414 |       |         | $      | (10,884 | )       |        | $      | 2,530  |       
|                                             |                                     | Cash and investment securities  |                                               |                                         | 159    |                     |         |                     | 124     |         |         |         | 283    |         |        |       | (467   | )     |         |        | (1,505  | )       |        |        | (1,972 | )     
|                                             |                                     | Real estate loans held in trust |                                               |                                         | (3,256 | )                   |         |                     | (1,459  | )       |         |         | (4,715 | )       |        |       | 502    |       |         |        | (1,740  | )       |        |        | (1,238 | )     
|                                             |                                     |                                 |                                               |                                         |        |                     |         |                     |         |         |         |         |        |         |        |       |        |       |         |        |         |         |        |       
|Total increase (decrease) in
interest income |                                     |                                 | 1,598                                         |                                         |        |                     | (14,085 | )                   |         |         | (12,487 | )       |        |         | 13,449 |       |        |       | (14,129 | )      |         |         | (680   | )     
|                                             |                                     |                                 |                                               |                                         |        |                     |         |                     |         |         |         |         |        |         |        |       |        |       |         |        |         |         |        |       
|Interest paid on:                            |                                     |                                 |                                               |                                         |        |                     |         |                     |         |         |         |         |        |         |        |       |        |       |         |        |         |         |        |       
|                                             | Deposit accounts                    |                                 |                                               | (899                                    | )      |                     |         | (22,616             | )       |         |         | (23,515 | )      |         |        | 2,557 |        |       |         | (5,661 | )       |         |        | (3,104 | )     
|                                             | Collateralized mortgage obligations |                                 |                                               | (1,319                                  | )      |                     |         | (2,589              | )       |         |         | (3,908  | )      |         |        | (113  | )      |       |         | (4,579 | )       |         |        | (4,692 | )     
|FHLB advances                                |                                     |                                 | 2,644                                         |                                         |        |                     | 1,762   |                     |         |         | 882     |         |        |         | 3,387  |       |        |       | (370    | )      |         |         | 3,017  |       
|                                             |                                     |                                 |                                               |                                         |        |                     |         |                     |         |         |         |         |        |         |        |       |        |       |         |        |         |         |        |       
|                                             |                                     |                                 | Total increase (decrease) in
interest expense |                                         |        | 426                 |         |                     |         | (26,967 | )       |         |        | (26,541 | )      |       |        | 5,831 |         |        |         | (10,610 | )      |        |        | (4,779 | )    
|                                             |                                     |                                 |                                               |                                         |        |                     |         |                     |         |         |         |         |        |         |        |       |        |       |         |        |         |         |        |       
|                                             |                                     |                                 |                                               | Increase (decrease) net
interest income |        | $                   | 1,172   |                     |         | $       | 12,882  |         |        | $       | 14,054 |       |        | $     | 7,618   |        |         | $       | (3,519 | )      |        | $      | 4,099 | 
|                                             |                                     |                                 |                                               |                                         |        |                     |         |                     |         |         |         |         |        |         |        |       |        |       |         |        |         |         |        |       

2002 Compared to 2001

Net interest income increased $14.1 million or 23.8% to $73.3 million in
2002 compared to $59.2 million in 2001. The increase in net interest income
was primarily attributable to the improvement in net interest spread caused by
the declining rate environment, which lowered our average cost of funds and
resulted in most of our loans reaching their interest rate floors.

Interest income decreased $12.5 million or 10.1% to $110.6 million in 2002
compared to $123.1 million in 2001. The decrease in interest income was due
primarily to our loans being originated or repricing at lower rates due to the
general decline in market interest rates. The average yield on our loans was
8.40% in 2002 compared to 9.53% in 2001. Our commercial real estate loan
portfolio is primarily comprised of adjustable rate mortgages indexed to the
six month LIBOR. Approximately 91.6% of our real estate loan portfolio
(including real estate loans held in trust) were adjustable rate mortgages at
December 31, 2002. These adjustable rate mortgages generally re-price on a
quarterly basis and, as of December 31, 2002, approximately $1.1 billion or
87.1% of our real estate loan portfolio contained interest rate floors, below
which the loans contractual interest rate may not adjust. At December 31,
2002, the weighted average floor interest rate of these loans was 7.45%. At
that date, approximately $1.1 billion or 97.9% of those loans were at the floor
interest rate.

Interest expense on interest-bearing liabilities decreased $26.5 million
or 41.6% to $37.3 million in 2002 compared to $63.9 million in 2001 primarily
due to a decrease in interest expense on deposits and CMOs. Interest expense
from deposit accounts decreased $23.5 million or 44.5% to $29.3 million in 2002
compared to $52.9 million in 2001 due to decreases in the average rate paid on
deposits as a result of lower market interest rates. The average rate paid on
deposits was 3.15% in 2002 compared to 5.51% in 2001.

Interest expense from the CMOs decreased $3.9 million or 62.9% to $2.3
million in 2002 as compared to $6.2 million in 2001. The decrease was
primarily due to a decrease in rates paid on CMOs, as well as a decline in
average balance of CMOs. The average balance and average yield on the CMOs was
$88.5 million and 2.60% in 2002 as compared to $139.3 million and 4.46% in
2001, respectively.

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Interest expense from FHLB advances increased $0.9 million to $5.7 million
in 2002 compared to $4.8 million in 2001, due to an increase in the average
outstanding balance, which was partially offset by a decrease in the average
rate paid on FHLB advances. The average balance of FHLB advances increased
$90.5 million or 87.3% to $194.2 million in 2002 compared to $103.7 million in
2001. The average rate paid on FHLB advances was 2.92% in 2002 compared to
4.62% in 2001. We have used our borrowing capacity under our FHLB credit line
to take advantage of the current favorable short-term rate environment through
effective liability management, which has lowered our cost of funds and
enhanced our net interest income.

Provision for Loan losses

Provision for loan losses increased to $9.0 million in 2002 compared to
$4.6 million in 2001. The current period provision for loan losses was
recorded to provide the reserves adequate to support the known and inherent
risk of loss resulting from the current growth in the loan portfolio and due to
the increase in other loans of concern to $35.5 million from $21.5 million at
December 31, 2001. See also Credit Risk Elements  Allowance for Loan Losses
and Nonperforming Assets.

Non-interest Income

Non-interest income decreased $0.7 million to $0.4 million in 2002
compared to $1.1 million in 2001. The decrease in non-interest income was due
primarily to a $0.5 million net valuation provision recorded in 2002 for the
Companys residual interest relating to the securitization of our residential
loan portfolio.

Non-interest Expense

General and Administrative Expense

General and administrative expense totaled $27.0 million and $22.8 million
in 2002 and 2001, respectively. In 2002, our ratio of recurring general and
administrative expenses to average assets was 1.90%, compared to 1.66% in 2001.
This increase was primarily attributable to the additions made to the retail
and wholesale loan originations sales and support staff, and certain
infrastructure costs relating to the charter conversion activities, including
core processing system conversion costs, and additions to the information
technology and savings and operation staff. Full time equivalent associates
averaged 154 in 2002 compared to 133 in 2001.

Real Estate Owned Expense

Real estate owned expense, net, increased to $1.3 million in 2002 compared
to $0.4 million in 2001. The increase was primarily attributable to a $0.5
million increase in real estate owned expense and to the $0.5 million increase in the
provision for losses on other real estate owned (OREO). These increases were
offset by a $0.1 million increase in gain on sale of OREO, net. See also Credit Risk Elements  Allowance for Loan Losses and
Nonperforming Assets.

Income Taxes

Provision for income taxes increased to $12.8 million in 2002 compared to
$11.4 million in 2001. The increase in provision for income taxes was
primarily due to an increase in taxable income. The effective tax rate was
39.0% and 38.6% for 2002 and 2001, respectively. The effective tax rate
differed from the applicable statutory federal tax rate due to state income
taxes and the state income tax deduction for tax exempt income on loans located
in designated redevelopment and enterprise zones and due to federal income tax
credits received from a low income housing tax credit investment.

At December 31, 2002, we had a net deferred tax asset of $13.8 million.
The deferred tax asset related primarily to loss provisions recognized on our
financial statements that have not yet been recognized on our income tax
returns. During 2002, we had no deferred tax assets relating to net operating
loss carry forward deductions. The deferred tax asset is considered fully
realizable, as when the temporary differences associated with the deferred tax
assets are recognized for income tax purposes, those deductions are expected to
be fully offset, either by carryback against previously taxed income or by a
reduction of future taxable income. Accordingly, we have not established a
valuation allowance on the deferred tax asset.

Minority Interest in Income of Subsidiary

Minority interest in income of subsidiary, consisting of accrued
distributions payable on our Trust Preferred securities, was $3.5 million in
2002 as compared to $3.0 million in 2001. The increase was due to the
additional issuance of $55.0 million of variable rate cumulative Trust
Preferred securities in 2002, as well as the Trust Preferred securities issued
in 2001 being outstanding for the entire fiscal year in 2002. See Item 8.
Financial Statements and Supplementary Data  Notes to Consolidated Financial
Statements  Note 10.

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2001 Compared to 2000

Net interest income increased $4.1 million or 7.4% to $59.2 million in
2001 compared to $55.1 million in 2000. The increase in net interest income
was primarily attributable to the improvement in net interest spread realized
by the REIT due to its liability sensitive position as its liabilities
re-priced faster than its assets during the year. The net interest income of
the Bank increased as the interest income attributable to the growth in the
average balance of its loan portfolio was offset by the spread compression
experienced due to the general market decline in interest rates during the
year.

Interest income decreased $680,000 or 0.5% to $123.1 million in 2001
compared to $123.8 million in 2000. The decrease in interest income was due
primarily to a $2.0 million decrease in interest income from cash and
investment securities and a $1.2 million decrease in interest income from real
estate loans held in trust, partially offset by a $2.5 million increase in
interest income from real estate loans. Interest and fee income from real
estate loans increased due to higher loan volume in 2001, partially offset by a
decrease in loan yield. The average balance of the Banks real estate loans
increased $108.2 million to $1.1 billion in 2001 compared to $964.6 million in
2000. The average yield on these real estate loans was 9.53% in 2001 compared
to 10.62% in 2000. The average balance of the real estate loans held in trust
increased $6.4 million to $189.3 million in 2001 compared to $183.0 million in
2000. The average yield on these loans was 7.90% in 2001 compared to 8.85% in
2000. The decrease in the yield on real estate loans was primarily due to the
repricing of variable rate loans at lower interest rates resulting from the
general decline in market interest rates. Our commercial real estate loan
portfolio is primarily comprised of adjustable rate mortgages indexed to the
six month LIBOR. Approximately 92.8% of our real estate loan portfolio
(including real estate loans held in trust) were adjustable rate mortgages at
December 31, 2001. These adjustable rate mortgages generally reprice on a
quarterly basis and approximately $1.1 billion or 94.1% of our real estate loan
portfolio contained interest rate floors, below which the loans contractual
interest rate may not adjust. At December 31, 2001, the weighted average floor
interest rate of these loans was 8.97%. At that date, approximately $1.1
billion or 95.5% of those loans were at the floor interest rate, approximately
$41.4 million or 3.7% were within 50 basis points of their floor interest rate,
and approximately $46.6 million or 4.2% were greater than 50 but less than 100
basis points from their floor interest rate. Excluding this income from
prepayments, the yields on the Banks real estate loans would have been 9.30%
in 2001 and 10.34% in 2000 and the yields on the real estate loans held in
trust would have been 7.81% in 2001 and 8.65% in 2000.

Interest income from cash and investments decreased to $3.2 million in
2001 compared to $5.2 million in 2000, due primarily to a decrease in yield and
a decrease in the average outstanding balance. The average balance of cash and
investment securities decreased $10.9 million or 12.9% to $73.8 million in 2001
compared to $84.7 million in 2000. The average yield on cash and investment
securities was 4.32% in 2001 compared to 6.10% in 2000, which was consistent
with the decrease in short-term market interest rates.

Interest expense on interest-bearing liabilities decreased $4.8 million or
6.9% to $63.9 million in 2001 compared to $68.6 million in 2000 primarily due
to a decrease in interest expense on deposits and CMOs partially offset by an
increase in interest expense on FHLB advances. Interest expense from deposit
accounts decreased $3.1 million or 5.5% to $52.9 million in 2001 compared to
$56.0 million in 2000 due to decreases in the average rate paid on deposits.
The average rate paid on deposits was 5.51% in 2001 compared to 6.13% in 2000.
The average balance of deposits increased $46.4 million or 5.1% to $960.0
million in 2001 compared to $913.6 million in 2000 as we increased deposits to
fund growth in the loan portfolio.

Interest expense from the CMOs decreased $4.7 million or 43.1% to $6.2
million in 2001 as compared to $10.9 million in 2000. The decrease is
primarily due to a decrease in rates paid on CMOs partially offset by a higher
average balance of CMOs. The average balance and average yield on the CMOs was
$139.3 million and 4.46% in 2001 as compared to $141.8 million and 7.69% in
2000, respectively.

Interest expense from FHLB advances increased $3.0 million to $4.8 million
in 2001 compared to $1.8 million in 2000, due to an increase in the average
outstanding balance partially offset by a decrease in the average rate paid on
FHLB advances. The average balance of FHLB advances increased $73.3 million or
241.4% to $103.7 million in 2001 compared to $30.4 million in 2000. The
average rate paid on FHLB advances was 4.62% in 2001 compared to 5.84% in 2000.

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Provision for Loan losses

Provision for loan losses decreased to $4.6 million in 2001 compared to
$4.8 million in 2000. The decrease in the provision for loan losses was due to
the reduction in our nonperforming loans to 1.17% of total gross loans at
December 31, 2001, compared to 1.42% of total gross loans as of December 31,
2000, and the decline in other loans of concern of $49.4 million since December
31, 2000. In addition, the provision also reflects the reallocation of $2.7
million of allowance for loan losses from the Imperial Capital REIT to the
Bank, as actual loan losses related to real estate loans held in trust had been
negligible, and this loan portfolio had decreased due to principal payments.
See also Credit Risk Elements  Allowance for Loan Losses and Nonperforming
Assets.

Non-interest Income

Non-interest income decreased $1.2 million to $1.1 million in 2001
compared to $2.3 million in 2000. The decrease in non-interest income was due
primarily to a $1.4 million gain realized on the sale investment securities in
2000. Excluding this gain on sale of investment securities in 2000, other
non-interest income increased slightly to $1.1 million in 2001 compared to $0.9
million in 2000.

Non-interest Expense

General and Administrative Expense

General and administrative expense totaled $22.8 million and $22.1 million
in 2001 and 2000, respectively. In 2001, our ratio of recurring general and
administrative expenses to average assets was 1.66%, compared to 1.78% in 2000.
Our efficiency ratio, excluding real estate owned and nonrecurring expenses,
was 37.85% in 2001 compared to 35.94% in 2000.

General and administrative expense increased $0.8 million to $22.8 million
in 2001 compared to $22.1 million in 2000. The previous years non-interest
expense included a $1.4 million non-recurring charge relating to the
consolidation of the Banks headquarters with ITLA Capitals headquarters in La
Jolla, California. Compensation and benefits expense totaled $11.8 million in
2001 compared to $10.0 million in 2000. The increase in compensation and
benefits expense was primarily due to additions made to the retail and
wholesale loan originations sales and support staff. Full time equivalent
associates averaged 133 in 2001 compared to 122 in 2000.

Real Estate Owned Expense

Real estate owned expense, net, increased to $0.4 million in 2001 compared
to $0.1 million in 2000. The increase in real estate owned expense in 2001
compared to 2000 was primarily due to the increase in the outstanding balance
of OREO to $13.7 million at December 31, 2001 compared to $2.3 million at
December 31, 2000. The increase in OREO during 2001 was primarily related to
three commercial properties. Provision for losses on other real estate owned
totaled $0.3 million in 2001 compared to $0.2 million in 2000. Other real
estate owned expense was $0.1 million in 2001 compared to income of $31,000 in
2000. There was a net gain of $18,000 from sales of other real estate owned in
2001 compared to a net loss of $2,000 in 2000. See also Credit Risk Elements
 Allowance for Loan Losses and Nonperforming Assets.

Income Taxes

Provision for income taxes decreased to $11.4 million in 2001 compared to
$11.9 million in 2000. The decrease in provision for income taxes was
primarily due to a lower effective tax rate. The effective tax rate was 38.6%
and 39.6% for 2001 and 2000, respectively. The effective tax rate differed
from the applicable statutory federal tax rate due to state income taxes and
the state income tax deduction for tax exempt income on loans located in
designated redevelopment and enterprise zones and due to federal income tax
credits received from a low income housing tax credit investment.

At December 31, 2001, we had a net deferred tax asset of $11.9 million.
The deferred tax asset related primarily to loss provisions recognized on our
financial statements that have not yet been recognized on our income tax
returns. During 2001, we had no deferred tax assets relating to net operating
loss carry forward deductions. The deferred tax asset is considered fully
realizable, as when the temporary differences associated with the deferred tax
assets are recognized for income tax purposes, those deductions are expected to
be fully offset, either by carryback against previously taxed income or by a
reduction of future taxable income. Accordingly, we have not established a
valuation allowance on the deferred tax asset.

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Minority Interest in Income of Subsidiary

Minority interest in income of subsidiary, consisting of accrued
distributions payable on our Trust Preferred securities, was $3.0 million in
2001 as compared to $0.5 million in 2000. The increase in the minority
interest in income of subsidiary is due to an additional issuance of Trust
Preferred securities in 2001 as well as the Trust Preferred securities issued
in September 2000 being outstanding for all of 2001. See Item 8. Financial
Statements and Supplementary Data  Notes to Consolidated Financial Statements
 Note 10.

Financial Condition

At December 31, 2002 Compared with December 31, 2001

Total assets increased by $213.7 million, or 14.2%, to $1.7 billion at
December 31, 2002 compared to $1.5 billion at December 31, 2001. This increase
was primarily due to a $26.6 million, or 19.8%, increase in cash and cash
equivalents to $160.8 million at December 31, 2002 from $134.2 million at
December 31, 2001, and a $193.9 million, or 17.3%, increase in loans
receivable, net to $1.3 billion at December 31, 2002 from $1.1 billion at
December 31, 2001. These increases were partially offset by the reductions in
net real estate loans held in trust of $40.2 million. The growth in assets was
funded primarily by an increase in FHLB advances of $69.4 million and deposits
of $112.3 million. The increase in deposits was primarily concentrated in
brokered deposits with a lower cost of funds than the current market rates
offered through the Banks retail branch network. CMOs decreased from $109.6
million at December 31, 2001 to $69.1 million at December 31, 2002, reflecting
the repayments on loans held in trust. Shareholders equity increased
primarily due to the retention of $20.0 million of net income as retained
earnings for the year, partially offset by the purchase of $2.3 million of ITLA
Capitals common stock currently held as treasury stock.

At December 31, 2001 Compared with December 31, 2000

Total assets increased by $93.2 million, or 6.6%, to $1.5 billion at
December 31, 2001 compared to $1.4 billion at December 31, 2000. This increase
was primarily due to a $63.3 million, or 89.2%, increase in cash and cash
equivalents to $134.2 million at December 31, 2001 from $71.0 million at
December 31, 2000 and a $76.4 million, or 7.31%, increase in net real estate
loans receivable to $1.1 billion at December 31, 2001 from $1.0 billion at
December 31, 2000. Asset growth also included increases in FHLB Stock of $9.5
million and other real estate owned, net, of $11.5 million. These increases
were partially offset by the reductions in net real estate loans held in trust
of $49.5 million and investment securities available for sale of $16.9 million.
The growth in assets was funded primarily by an increase in FHLB advances of
$190.0 million partially offset by a decrease in deposits of $62.0 million.
The decrease in deposits was primarily concentrated in time certificates, which
decreased $117.3 million and was partially offset by an increase in money
market and passbooks of $55.3 million, as depositors moved their investments to
liquid and short term accounts during the declining market rate environment.
CMOs decreased from $161.9 million at December 31, 2000 to $109.6 million at
December 31, 2001. Shareholders equity increased primarily due to the
retention of $18.2 million of net income as retained earnings for the year,
partially offset by the purchase of $14.8 million of ITLA Capitals common
stock currently held as treasury stock.

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Loans Receivable, Net

The following table shows the comparison of our loan portfolio by major
categories as of the dates indicated.

|                                                                        |                                          |                                   |                           |           |                |           |           |           |           |           |           |           |           |           |         |         |         |         |         |         |         |         | 
|----------------------------------------------------------------------- | ---------------------------------------- | --------------------------------- | ------------------------- | --------- | -------------- | --------- | --------- | --------- | --------- | --------- | --------- | --------- | --------- | --------- | ------- | ------- | ------- | ------- | ------- | ------- | ------- | ------- | 
|                                                                        |                                          |                                   |                           |           | December 31,  
|                                                                        |                                          |                                   |                           |           |               
|                                                                        |                                          |                                   |                           |           | 2002           |           | 2001      |           | 2000      |           | 1999      |           | 1998     
|                                                                        |                                          |                                   |                           |           |                |           |           |           |           |           |           |           |          
|                                                                        |                                          |                                   |                           |           | (in thousands)
|                                                                        | Real estate loans                        |                                   | $                         | 1,189,258 |                |           | $         | 1,191,688 |           |           | $         | 1,176,988 |           |           | $       | 864,048 |         |         | $       | 811,076 |        
|                                                                        | Construction loans                       |                                   |                           | 101,422   |                |           |           | 54,129    |           |           |           | 95,206    |           |           |         | 107,833 |         |         |         | 71,385  |        
|                                                                        |                                          |                                   |                           |           |                |           |           |           |           |           |           |           |           |           |         |         |         |         |         |        
|                                                                        |                                          |                                   | Total real estate loans   |           |                | 1,290,680 |           |           |           | 1,245,817 |           |           |           | 1,272,194 |         |         |         | 971,881 |         |         |         | 882,461 | 
|                                                                        | Film finance                             |                                   |                           | 119,283   |                |           |           |          |           |           |           |          |           |           |         |        |         |         |         |        |        
|                                                                        | Franchise loans                          |                                   |                           | 54,672    |                |           |           | 57,617    |           |           |           | 3,912     |           |           |         |        |         |         |         |        |        
|                                                                        |                                          |                                   |                           |           |                |           |           |           |           |           |           |           |           |           |         |         |         |         |         |        
|                                                                        | Commercial and other loans               |                                   |                           | 4,314     |                |           |           |          |           |           |           |          |           |           |         |        |         |         |         |        |        
|                                                                        |                                          |                                   |                           |           |                |           |           |           |           |           |           |           |           |           |         |         |         |         |         |        
|                                                                        |                                          |                                   | 1,468,949                 |           |                |           | 1,303,434 |           |           |           | 1,276,106 |           |           |           | 971,881 |         |         |         | 882,461 |        
|                                                                        | Unamortized premium                      |                                   |                           | 7,898     |                |           |           | 9,773     |           |           |           | 11,300    |           |           |         | 2,590   |         |         |         |        |        
|                                                                        | Deferred loan origination fees
and costs |                                   |                           | (5,604    | )              |           |           | (2,029    | )         |           |           | (2,571    | )         |           |         | (3,096  | )       |         |         | (3,561  | )      
|                                                                        |                                          |                                   |                           |           |                |           |           |           |           |           |           |           |           |           |         |         |         |         |         |        
|                                                                        |                                          |                                   | 1,471,243                 |           |                |           | 1,311,178 |           |           |           | 1,284,835 |           |           |           | 971,375 |         |         |         | 878,900 |        
|                                                                        | Allowance for loan losses                |                                   |                           | (33,009   | )              |           |           | (26,650   | )         |           |           | (27,186   | )         |           |         | (19,895 | )       |         |         | (16,811 | )      
|                                                                        |                                          |                                   |                           |           |                |           |           |           |           |           |           |           |           |           |         |         |         |         |         |        
|                                                                        |                                          |                                   | 1,438,234                 |           |                |           | 1,284,528 |           |           |           | 1,257,649 |           |           |           | 951,480 |         |         |         | 862,089 |        
|                                                                        |                                          |                                   |                           |           |                |           |           |           |           |           |           |           |           |           |         |         |         |         |         |        
|Real Estate Loans Held for Sale
(at lower of cost or fair
market value) |                                          |                                   |                           |           |                |           |           |           |           |           |           |           |           |           |         |         |         |         |         |        
|                                                                        | Real estate loans                        |                                   |                           |          |                |           |           |          |           |           |           |          |           |           |         |        |         |         |         | 12,188  |        
|                                                                        |                                          |                                   |                           |           |                |           |           |           |           |           |           |           |           |           |         |         |         |         |         |        
|                                                                        |                                          |                                   | Gross loans held for sale |           |                |          |           |           |           |          |           |           |           |          |         |         |         |        |         |         |         | 12,188  | 
|                                                                        | Deferred loan origination fees
and costs |                                   |                           |          |                |           |           |          |           |           |           |          |           |           |         |        |         |         |         |        |        
|                                                                        |                                          |                                   |                           |           |                |           |           |           |           |           |           |           |           |           |         |         |         |         |         |        
|                                                                        |                                          |                                   | Net loans held for sale   |           |                |          |           |           |           |          |           |           |           |          |         |         |         |        |         |         |         | 12,188  | 
|                                                                        |                                          |                                   |                           |           |                |           |           |           |           |           |           |           |           |           |         |         |         |         |         |        
|                                                                        |                                          | Consolidated net loans receivable |                           | $         | 1,438,234      |           |           | $         | 1,284,528 |           |           | $         | 1,257,649 |           |         | $       | 951,480 |         |         | $       | 874,277 |        
|                                                                        |                                          |                                   |                           |           |                |           |           |           |           |           |           |           |           |           |         |         |         |         |         |        

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The contractual maturities of our loan portfolio at December 31, 2002 are
as follows:

|                                   |                                         |   |                        |      |            |   |           |      |         |   |           |      |   |   |           |      |  
|---------------------------------- | --------------------------------------- | - | ---------------------- | ---- | ---------- | - | --------- | ---- | ------- | - | --------- | ---- | - | - | --------- | ---- | -
|                                   |                                         |   | Loans Maturing in      |      |            |   |          
|                                   |                                         |   |                        |      |            |   |          
|                                   |                                         |   |                        |      |            |   | Between   |      | Greater |   |           |      |  
|                                   |                                         |   | Less Than              |      | One and    |   | Than Five |      |         |   |          
|                                   |                                         |   | One Year               |      | Five Years |   | Years     |      | Total  
|                                   |                                         |   |                        |      |            |   |           |      |        
|                                   |                                         |   | (dollars in thousands)
|Real estate loans                  |                                         | $ | 40,432                 |      |            | $ | 167,487   |      |         | $ | 981,339   |      |   | $ | 1,189,258 |     
|Construction loans                 |                                         |   | 48,948                 |      |            |   | 27,466    |      |         |   | 25,008    |      |   |   | 101,422   |     
|Film finance                       |                                         |   | 98,042                 |      |            |   | 21,241    |      |         |   |          |      |   |   | 119,283   |     
|Franchise loans                    |                                         |   |                       |      |            |   | 5,695     |      |         |   | 48,977    |      |   |   | 54,672    |     
|Commercial and other loans         |                                         |   | 4,274                  |      |            |   | 40        |      |         |   |          |      |   |   | 4,314     |     
|                                   |                                         |   |                        |      |            |   |           |      |         |   |           |      |   |   |           |     
|                                   |                                         | $ | 191,696                |      |            | $ | 221,929   |      |         | $ | 1,055,324 |      |   | $ | 1,468,949 |     
|                                   |                                         |   |                        |      |            |   |           |      |         |   |           |      |   |   |           |     
|                                  
|Loans with fixed interest rates    |                                         | $ | 3,689                  |      |            | $ | 40,541    |      |         | $ | 71,860    |      |   | $ | 116,090   |     
|Loans with variable interest rates |                                         |   | 188,007                |      |            |   | 181,388   |      |         |   | 983,464   |      |   |   | 1,352,859 |     
|                                   |                                         |   |                        |      |            |   |           |      |         |   |           |      |   |   |           |     
|                                   |                                         | $ | 191,696                |      |            | $ | 221,929   |      |         | $ | 1,055,324 |      |   | $ | 1,468,949 |     
|                                   |                                         |   |                        |      |            |   |           |      |         |   |           |      |   |   |           |     
|                                  
|                                   | Percentage with variable interest rates |   |                        | 98.1 | %          |   |           | 81.7 | %       |   |           | 93.2 | % |   |           | 92.1 | %
|                                   |                                         |   |                        |      |            |   |           |      |         |   |           |      |   |   |           |     

The table above should not be regarded as a forecast of future cash
collections because a substantial portion of real estate loans may be renewed
or repaid prior to contractual maturity and have adjustable interest rates.

The following table sets forth certain information regarding the real
property collateral securing our real estate loan portfolio as of December 31,
2002.

|                                 |                                |                             |                        |       |                        |       |           |         |         |           |         |      |                            |      |         |    |       |  |   |        |  |  |   |       |  |   |       |       |   |       | 
|-------------------------------- | ------------------------------ | --------------------------- | ---------------------- | ----- | ---------------------- | ----- | --------- | ------- | ------- | --------- | ------- | ---- | -------------------------- | ---- | ------- | -- | ----- |  | - | ------ |  |  | - | ----- |  | - | ----- | ----- | - | ----- | 
|                                 |                                |                             |                        |       | Number                 |       |           |         |         |           | Percent |      | Range of Principal Balance |      | Non-   
|                                 |                                |                             |                        |       | of                     |       | Gross     |         | of      |           |         |      | Accrual                   
|                                 |                                |                             |                        |       | Loans                  |       | Amount    |         | Total   |           | Min     |      | Max                        |      | Average |    | Loans
|                                 |                                |                             |                        |       |                        |       |           |         |         |           |         |      |                            |      |         |    |      
|                                 |                                |                             |                        |       | (dollars in thousands)
|Income Producing Property Loans: |                                |                             |                        |       |                        |       |           |         |         |           |         |      |                            |      |         |    |       |  |   |        |  |  |   |       |  |   |       |      
|                                 | Multi-family (5 or more units) |                             |                        | 1,032 |                        |       | $         | 569,170 |         |           |         | 44.1 | %                          |      | $       | 41 |       |  | $ | 11,264 |  |  | $ | 926   |  |   | $     | 100   |  
|                                 | Retail                         |                             |                        | 319   |                        |       |           | 205,465 |         |           |         | 15.9 | %                          |      |         | 9  |       |  |   | 9,427  |  |  |   | 1,371 |  |   |       | 133   |  
|                                 | Office                         |                             |                        | 93    |                        |       |           | 142,880 |         |           |         | 11.1 | %                          |      |         | 13 |       |  |   | 10,460 |  |  |   | 1,536 |  |   |       | 3,061 |  
|                                 | Hotel                          |                             |                        | 42    |                        |       |           | 104,912 |         |           |         | 8.1  | %                          |      |         | 30 |       |  |   | 11,976 |  |  |   | 2,498 |  |   |       |      |  
|                                 | Industrial/warehouse           |                             |                        | 47    |                        |       |           | 27,674  |         |           |         | 2.1  | %                          |      |         | 6  |       |  |   | 3,150  |  |  |   | 589   |  |   |       | 179   |  
|                                 | Mixed-use                      |                             |                        | 82    |                        |       |           | 40,295  |         |           |         | 3.1  | %                          |      |         | 3  |       |  |   | 3,725  |  |  |   | 594   |  |   |       |      |  
|                                 | Mobile home parks              |                             |                        | 26    |                        |       |           | 15,442  |         |           |         | 1.2  | %                          |      |         | 84 |       |  |   | 1,717  |  |  |   | 491   |  |   |       |      |  
|                                 | Other                          |                             |                        | 110   |                        |       |           | 77,340  |         |           |         | 6.0  | %                          |      |         | 1  |       |  |   | 5,765  |  |  |   | 742   |  |   |       | 1,986 |  
|                                 |                                |                             |                        |       |                        |       |           |         |         |           |         |      |                            |      |         |    |       |  |   |        |  |  |   |       |  |   |       |      
|                                 |                                |                             | Total income producing |       |                        | 1,751 |           |         |         | 1,183,178 |         |      |                            | 91.6 | %       |    |       |  |   |        |  |  |   |       |  |   |       |       |   | 5,459 | 
|                                 |                                |                             |                        |       |                        |       |           |         |         |           |         |      |                            |      |         |    |       |  |   |        |  |  |   |       |  |   |       |      
|Construction and Land:           |                                |                             |                        |       |                        |       |           |         |         |           |         |      |                            |      |         |    |       |  |   |        |  |  |   |       |  |   |       |      
|                                 | Construction                   |                             |                        | 35    |                        |       |           | 101,422 |         |           |         | 7.9  | %                          |      |         | 56 |       |  |   | 8,590  |  |  |   | 2,898 |  |   |       |      |  
|                                 | Land                           |                             |                        | 4     |                        |       |           | 2,853   |         |           |         | 0.2  | %                          |      |         | 33 |       |  |   | 1,600  |  |  |   | 713   |  |   |       |      |  
|                                 |                                |                             |                        |       |                        |       |           |         |         |           |         |      |                            |      |         |    |       |  |   |        |  |  |   |       |  |   |       |      
|                                 |                                | Total construction and land |                        |       | 39                     |       |           |         | 104,275 |           |         |      | 8.1                        | %    |         |    |       |  |   |        |  |  |   |       |  |   |       |       |  |      
|                                 |                                |                             |                        |       |                        |       |           |         |         |           |         |      |                            |      |         |    |       |  |   |        |  |  |   |       |  |   |       |      
|Single-family mortgages:         |                                |                             |                        |       |                        |       |           |         |         |           |         |      |                            |      |         |    |       |  |   |        |  |  |   |       |  |   |       |      
|                                 | Single-family (1-4 units)      |                             |                        | 24    |                        |       |           | 3,227   |         |           |         | 0.3  | %                          |      |         | 5  |       |  |   | 476    |  |  |   | 291   |  |   |       | 482   |  
|                                 |                                |                             |                        |       |                        |       |           |         |         |           |         |      |                            |      |         |    |       |  |   |        |  |  |   |       |  |   |       |      
|                                 |                                |                             | 1,814                  |       |                        | $     | 1,290,680 |         |         |           | 100.0   | %    |                            |      |         |    |       |  |   |        |  |  |   |       |  | $ | 5,941 |      
|                                 |                                |                             |                        |       |                        |       |           |         |         |           |         |      |                            |      |         |    |       |  |   |        |  |  |   |       |  |   |       |      

26



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##### Table of Contents



The following table sets forth the location of the collateral for our loan
portfolios as of December 31, 2002.

|                     |                                        |                           |       |                        |       |        |           |         |         |         |       |      |      |  
|-------------------- | -------------------------------------- | ------------------------- | ----- | ---------------------- | ----- | ------ | --------- | ------- | ------- | ------- | ----- | ---- | ---- | -
|                     |                                        |                           |       | Number                 |       |        |           |         |         | Percent
|                     |                                        |                           |       | of                     |       | Gross  |           | of     
|                     |                                        |                           |       | Loans                  |       | Amount |           | Total  
|                     |                                        |                           |       |                        |       |        |           |        
|                     |                                        |                           |       | (dollars in thousands)
|Southern California: |                                        |                           |       |                        |       |        |           |         |         |         |       |     
|                     | Los Angeles County                     |                           |       | 920                    |       |        | $         | 464,893 |         |         |       | 36.0 | %   
|                     | San Diego County                       |                           |       | 64                     |       |        |           | 84,900  |         |         |       | 6.6  | %   
|                     | Riverside County                       |                           |       | 39                     |       |        |           | 34,501  |         |         |       | 2.7  | %   
|                     | San Bernardino County                  |                           |       | 48                     |       |        |           | 55,579  |         |         |       | 4.3  | %   
|                     | Orange County                          |                           |       | 48                     |       |        |           | 42,353  |         |         |       | 3.3  | %   
|                     | All Other Southern California Counties |                           |       | 16                     |       |        |           | 45,240  |         |         |       | 3.5  | %   
|                     |                                        |                           |       |                        |       |        |           |         |         |         |       |     
|                     |                                        | Total Southern California |       |                        | 1,135 |        |           |         | 727,466 |         |       |      | 56.4 | %
|                     |                                        |                           |       |                        |       |        |           |         |         |         |       |     
|Northern California: |                                        |                           |       |                        |       |        |           |         |         |         |       |     
|                     | San Francisco County                   |                           |       | 32                     |       |        |           | 66,806  |         |         |       | 5.2  | %   
|                     | Sacramento County                      |                           |       | 13                     |       |        |           | 5,172   |         |         |       | 0.4  | %   
|                     | Santa Clara County                     |                           |       | 14                     |       |        |           | 9,899   |         |         |       | 0.8  | %   
|                     | Alameda County                         |                           |       | 45                     |       |        |           | 34,460  |         |         |       | 2.7  | %   
|                     | Fresno County                          |                           |       | 38                     |       |        |           | 16,117  |         |         |       | 1.2  | %   
|                     | San Mateo                              |                           |       | 4                      |       |        |           | 8,976   |         |         |       | 0.7  | %   
|                     | All Other Northern California Counties |                           |       | 151                    |       |        |           | 83,487  |         |         |       | 6.5  | %   
|                     |                                        |                           |       |                        |       |        |           |         |         |         |       |     
|                     |                                        | Total Northern California |       |                        | 297   |        |           |         | 224,917 |         |       |      | 16.7 | %
|                     |                                        |                           |       |                        |       |        |           |         |         |         |       |     
|Outside California:  |                                        |                           |       |                        |       |        |           |         |         |         |       |     
|                     | Arizona                                |                           |       | 89                     |       |        |           | 85,779  |         |         |       | 6.6  | %   
|                     | Texas                                  |                           |       | 43                     |       |        |           | 20,709  |         |         |       | 1.6  | %   
|                     | Washington                             |                           |       | 32                     |       |        |           | 45,782  |         |         |       | 3.5  | %   
|                     | Nevada                                 |                           |       | 51                     |       |        |           | 59,688  |         |         |       | 4.6  | %   
|                     | Colorado                               |                           |       | 35                     |       |        |           | 24,073  |         |         |       | 1.9  | %   
|                     | Florida                                |                           |       | 14                     |       |        |           | 8,420   |         |         |       | 0.7  | %   
|                     | Missouri                               |                           |       | 3                      |       |        |           | 11,131  |         |         |       | 0.9  | %   
|                     | Utah                                   |                           |       | 9                      |       |        |           | 4,095   |         |         |       | 0.3  | %   
|                     | New York                               |                           |       | 7                      |       |        |           | 3,000   |         |         |       | 0.2  | %   
|                     | Other U.S. States                      |                           |       | 99                     |       |        |           | 75,620  |         |         |       | 5.9  | %   
|                     |                                        |                           |       |                        |       |        |           |         |         |         |       |     
|                     |                                        | Total Outside California  |       |                        | 382   |        |           |         | 338,297 |         |       |      | 26.2 | %
|                     |                                        |                           |       |                        |       |        |           |         |         |         |       |     
|                     |                                        |                           | 1,814 |                        |       | $      | 1,290,680 |         |         |         | 100.0 | %   
|                     |                                        |                           |       |                        |       |        |           |         |         |         |       |     

Although we generally seek to limit risks associated with our portfolio of
real estate and construction loans by limiting the geographic concentration and
by varying the types of underlying collateral, significant concentration risks
still remain. Concentrations of loans in certain geographic regions, for
example, cause our risk associated with these loans to be closely associated
with the general economic and social environment of the region. Localized
economic and competitive conditions, natural disasters, possible terrorist
activities or social conditions all may affect the values of collateral located
within a particular geographic area. In addition, certain types of properties
may be more or less subject to changes in prevailing economic, competitive or
social conditions.

27



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##### Table of Contents



The following table sets forth certain information with respect to our
real estate loan originations and purchases and real estate loans held in
trust. Premiums paid and discounts taken on loans purchased in the secondary
market are not included below.

|                                                                         |  |                                            |               |      |  |      |           |   |  |   |              |  
|------------------------------------------------------------------------ |  | ------------------------------------------ | ------------- | ---- |  | ---- | --------- | - |  | - | ------------ | -
|                                                                         |  | As of and for the Years Ended December 31,
|                                                                         |  |                                           
|                                                                         |  | 2002                                       |               | 2001 |  | 2000
|                                                                         |  |                                            |               |      |  |     
|                                                                         |  | (dollars in thousands)                    
|Gross real estate loans originated and
retained in the portfolio         |  | $                                          | 412,332       |      |  | $    | 285,650   |   |  | $ | 198,163      |  
|Gross real estate loans originated on
behalf of third-party investors    |  |                                            |              |      |  |      | 9,018     |   |  |   | 15,300       |  
|Gross commercial revolving credit loans                                  |  |                                            | 4,195         |      |  |      |          |   |  |   |             |  
|Gross film financing originated                                          |  |                                            | 34,340        |      |  |      |          |   |  |   |             |  
|                                                                         |  |                                            |               |      |  |      |           |   |  |   |             |  
|Gross film financing purchased                                           |  |                                            | (2)    92,584 |      |  |      |          |   |  |   |             |  
|Gross franchise loans purchased                                          |  |                                            | 7,335         |      |  |      | 53,319    |   |  |   | 5,922        |  
|Gross real estate loans purchased                                        |  |                                            | (2)  120,363  |      |  |      | 154,081   |   |  |   | (1)  434,495 |  
|                                                                         |  |                                            |               |      |  |      |           |   |  |   |              |  
|Total loan production                                                    |  | $                                          | 671,149       |      |  | $    | 502,068   |   |  | $ | 653,880      |  
|                                                                         |  |                                            |               |      |  |      |           |   |  |   |              |  
|Gross loans at end of period                                             |  | $                                          | 1,468,949     |      |  | $    | 1,303,434 |   |  | $ | 1,276,106    |  
|Gross loans weighted-average portfolio
yield                             |  |                                            | 8.20          | %    |  |      | 9.26      | % |  |   | 10.62        | %
|Average size of loans originated and
retained in the Companys portfolio |  | $                                          | 1,062         |      |  | $    | 1,120     |   |  | $ | 2,359        |  



---

|(1) |  | Includes $250.5 million of real estate loans acquired through the ICCMAC
Trust acquisition in 2000.                                                                                                                                  
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(2) |  | Includes $36.8 million of gross real estate loans acquired in 2002 in
connection with the acquisition of Asahi Bank of California and $92.6 million of film finance
loans acquired in 2002 in connection with the acquisition of LHO.

Investment Securities

The following table shows the amortized cost and approximate fair value of
investment securities available for sale at the dates indicated.

|                                               |  |                |        |       |  |           |        |       |  |           |        |       |  |   |        |  |  |   |        |  |  |   |        | 
|---------------------------------------------- |  | -------------- | ------ | ----- |  | --------- | ------ | ----- |  | --------- | ------ | ----- |  | - | ------ |  |  | - | ------ |  |  | - | ------ | 
|                                               |  | December 31,  
|                                               |  |               
|                                               |  | 2002           |        | 2001  |  | 2000     
|                                               |  |                |        |       |  |          
|                                               |  | Amortized      |        | Fair  |  | Amortized |        | Fair  |  | Amortized |        | Fair 
|                                               |  | Cost           |        | Value |  | Cost      |        | Value |  | Cost      |        | Value
|                                               |  |                |        |       |  |           |        |       |  |           |        |      
|                                               |  | (in thousands)
|U.S. Government Agency                         |  | $              | 48,698 |       |  | $         | 48,986 |       |  | $         | 29,409 |       |  | $ | 29,404 |  |  | $ | 46,196 |  |  | $ | 46,319 | 
|Residual interest in
securitized loans         |  |                | 5,305  |       |  |           | 5,619  |       |  |           |       |       |  |   |       |  |  |   |       |  |  |   |       | 
|Equity securities                              |  |                | 25     |       |  |           | 72     |       |  |           | 14     |       |  |   | 7      |  |  |   | 22     |  |  |   | 6      | 
|                                               |  |                |        |       |  |           |        |       |  |           |        |       |  |   |        |  |  |   |        |  |  |   |        | 
|Total investment securities
available for sale |  | $              | 54,028 |       |  | $         | 54,677 |       |  | $         | 29,423 |       |  | $ | 29,411 |  |  | $ | 46,218 |  |  | $ | 46,325 | 
|                                               |  |                |        |       |  |           |        |       |  |           |        |       |  |   |        |  |  |   |        |  |  |   |        | 

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During the first quarter of 2002, the Company formed a limited liability
company to issue $86.3 million of asset-backed notes in a securitization of
substantially all of its residential loan portfolio. The Company recognized a
gain of $3.7 million on the securitization of these loans and is included in
other non-interest income within the consolidated statement of income.
Concurrent with recognizing such gain on sale, the Company recorded a residual
interest of $5.6 million, which represents the present value of future cash
flows (spread and fees) that are anticipated to be received over the life of
the loans. The residual interest is recorded on the consolidated balance sheet
in the Investment securities available for sale, at fair value. The value of
the residual interest is subject to substantial credit, prepayment, and
interest rate risk on the sold residential loans. In accordance with the
provisions of SFAS No. 115, Accounting for Certain Investments in Debt and
Equity Securities, the residual interest is classified as available-for-sale
and, as such, recorded at fair value with the resultant changes in fair value
recorded as unrealized gain or loss in a separate component of
shareholders
equity in accumulated other comprehensive income or loss, until realized.
Fair value is determined on a monthly basis based on a discounted cash flow
analysis. These cash flows are projected over the lives of the receivables
using prepayment, default, and interest rate assumptions that we believe market
participants would use for similar financial instruments.

At December 31, 2002, key assumptions used to estimate the fair value of
the residual interest based on projected cash flows, and the sensitivity of the
value to immediate adverse changes in those assumptions is as follows:

|                                         |  |                   |       |  
|---------------------------------------- |  | ----------------- | ----- | -
|                                         |  | December 31, 2002
|                                         |  |                  
|Dollars in thousands                     |  |                   |       |  
|Fair value of retained interest          |  | $                 | 5,619 |  
|Weighted average life (in years)         |  |                   | 1.49  |  
|Weighted average annual prepayment speed |  |                   | 35.0  | %
|Impact of 10% adverse change             |  | $                 | (23   | )
|Impact of 25% adverse change             |  | $                 | (59   | )
|Weighted average annual discount rate    |  |                   | 15.0  | %
|Impact of 10% adverse change             |  | $                 | (167  | )
|Impact of 25% adverse change             |  | $                 | (404  | )
|Weighted average lifetime credit losses  |  |                   | 3.3   | %
|Impact of 10% adverse change             |  | $                 | (285  | )
|Impact of 25% adverse change             |  | $                 | (678  | )

These sensitivities are hypothetical and should be used with caution. As
the figures indicate, changes in the fair value of the residual is based on a
variation in assumptions and generally cannot be extrapolated because the
relationship of the change in assumption to the change in fair value may not be
linear. Also, in the above table, the effect of a variation in a particular
assumption on the fair value of the residual interest is calculated without
changing any other assumption; in reality, changes in one factor may result in
changes in another (for example, increases in market interest rates may result
in lower prepayments but increased credit losses), which might magnify or
counteract the sensitivities, and depending on the severity of such changes,
the results of operations may be materially affected.

The following table
indicates the composition of the investment security portfolio assuming
these securities are held to maturity based on the final maturity of each investment.

|                  |                                          |                                                |  |              |    |       |  |          |   |              |  |               |        |          |  |               |      |                |  |          |   |           |  |  |   |          |  |   |     |  |  |  |      |  
|----------------- | ---------------------------------------- | ---------------------------------------------- |  | ------------ | -- | ----- |  | -------- | - | ------------ |  | ------------- | ------ | -------- |  | ------------- | ---- | -------------- |  | -------- | - | --------- |  |  | - | -------- |  | - | --- |  |  |  | ---- | -
|                  |                                          |                                                |  |              |    |       |  |          |   |              |  | Due after One |        |          |  |               |      | Due after Five |  |          |   |           |  |  |   |          |  |   |     | 
|                  |                                          |                                                |  | Due in One   |    |       |  |          |   | Year through |  |               |        |          |  | Years through |      |                |  |          |   | Due after |  |  |   |         
|                  |                                          |                                                |  | Year or Less |    |       |  |          |   | Five Years   |  |               |        |          |  | Ten Years     |      |                |  |          |   | Ten Years |  |  |   |         
|                  |                                          |                                                |  |             
|                  |                                          |                                                |  |              |    |       |  | Weighted |   |              |  |               |        | Weighted |  |               |      |                |  | Weighted |   |           |  |  |   | Weighted
|                  |                                          |                                                |  |              |    |       |  | Average  |   |              |  |               |        | Average  |  |               |      |                |  | Average  |   |           |  |  |   | Average 
|                  |                                          |                                                |  | Balance      |    | Yield |  | Balance  |   | Yield        |  | Balance       |        | Yield    |  | Balance       |      | Yield         
|                  |                                          |                                                |  |              |    |       |  |          |   |              |  |               |        |          |  |               |      |               
|December 31, 2002 |                                          |                                                |  |              |    |       |  |          |   |              |  |               |        |          |  |               |      |                |  |          |   |           |  |  |   |          |  |   |     |  |  | 
|                  | Investment securities available for sale |                                                |  |              |    |       |  |          |   |              |  |               |        |          |  |               |      |                |  |          |   |           |  |  |   |          |  |   |     |  |  |  |     
|                  |                                          | U.S. Government Agency                         |  | $            |   |       |  |          |  |              |  | $             | 48,121 |          |  |               | 4.44 | %              |  | $        |  |           |  |  |  |          |  | $ | 865 |  |  |  | 8.25 | %
|                  |                                          | Equity Securities                              |  |              | 72 |       |  |          |  |              |  |               |       |          |  |               |     |                |  |          |  |           |  |  |  |          |  |   |    |  |  |  |     |  
|                  |                                          | Residual interest in securitized loans         |  |              |   |       |  |          |  |              |  |               | 5,619  |          |  |               |     |                |  |          |  |           |  |  |  |          |  |   |    |  |  |  |     |  
|                  |                                          |                                                |  |              |    |       |  |          |   |              |  |               |        |          |  |               |      |                |  |          |   |           |  |  |   |          |  |   |     |  |  | 
|                  |                                          | Total investment securities available for sale |  | $            | 72 |       |  |          |   |              |  | $             | 53,740 |          |  |               |      |                |  | $        |  |           |  |  |   |          |  | $ | 865 |  |  |  |      |  
|                  |                                          |                                                |  |              |    |       |  |          |   |              |  |               |        |          |  |               |      |                |  |          |   |           |  |  |   |          |  |   |     |  |  | 

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##### Table of Contents



Liquidity and Deposit Accounts

Liquidity refers to our ability to maintain cash flow adequate to fund
operations and meet obligations and other commitments on a timely basis,
including the payment of maturing deposits and the origination or purchase of
new loans. We maintain a cash and investment securities portfolio designed to
satisfy operating and regulatory liquidity requirements while preserving
capital and maximizing yield. As of December 31, 2002 and 2001, the Banks
liquidity ratios were 19.0% and 17.0%, respectively, exceeding the DFI
regulatory requirement of 1.5%. In addition, our liquidity position is
supported by a credit facility with the FHLB of San Francisco. As of December
31, 2002, we had remaining available borrowing capacity under this credit
facility of $65.2 million, net of the $3.4 million of additional FHLB Stock
that we would be required to purchase to support those additional borrowings,
and $30.0 million of unused federal funds credit facilities under established
lines of credit with two banks. In addition, ITLA Capital established a
revolving credit facility with a bank in the amount of $35.0 million commencing
on January 24, 2003, which declined to $10.0 on February 28, 2003 and matured
on March 31, 2003.

Total deposit accounts increased approximately $112.3 million to $1.1
billion at December 31, 2002 from $953.7 million at December 31, 2001. The
increase in deposits in 2002 was primarily related to the origination of
brokered deposits. Brokered deposits totaled $103.6 million at December 31,
2002, as compared to none at December 31, 2001. Total deposit accounts
decreased approximately $62.0 million to $953.7 million at December 31, 2001
from $1.0 billion at December 31, 2000. In both 2002 and 2001, the funds
provided from deposits were used to fund the growth in our loan portfolio.
Although we compete for deposits primarily on the basis of rates, based on our
historical experience regarding retention of deposits, management believes that
a significant portion of deposits will remain with us upon maturity on an
ongoing basis.

The following table sets forth information regarding deposits outstanding
at the dates indicated.

|                                    |  |                |           |      |  |      |         |  |  |   |           | 
|----------------------------------- |  | -------------- | --------- | ---- |  | ---- | ------- |  |  | - | --------- | 
|                                    |  | December 31,  
|                                    |  |               
|                                    |  | 2002           |           | 2001 |  | 2000
|                                    |  |                |           |      |  |     
|                                    |  | (in thousands)
|Money market and passbook accounts  |  | $              | 168,525   |      |  | $    | 158,188 |  |  | $ | 102,868   | 
|Time certificates under $100,000    |  |                | 521,404   |      |  |      | 526,911 |  |  |   | 572,851   | 
|Time certificates $100,000 and over |  |                | 375,982   |      |  |      | 268,555 |  |  |   | 339,980   | 
|                                    |  |                |           |      |  |      |         |  |  |   |           | 
|                                    |  | $              | 1,065,911 |      |  | $    | 953,654 |  |  | $ | 1,015,699 | 
|                                    |  |                |           |      |  |      |         |  |  |   |           | 

The following table sets forth the maturities of certificates of
deposit $100,000 and over at December 31, 2002 (in thousands):

|                                                |                                    |   |         |         | 
|----------------------------------------------- | ---------------------------------- | - | ------- | ------- | 
|Certificates of deposit $100,000 and over:      |                                    |   |         |        
|                                                | Maturing within three months       |   | $       | 95,604  | 
|                                                | After three but within six months  |   |         | 80,300  | 
|                                                | After six but within twelve months |   |         | 115,708 | 
|                                                | After twelve months                |   |         | 84,370  | 
|                                                |                                    |   |         |        
|Total certificates of deposit $100,00 and over: |                                    | $ | 375,982 |        
|                                                |                                    |   |         |        

Capital Resources

As of December 31, 2002, the Banks leverage, tier 1 risk-based and total
risk-based capital ratios were 13.0%, 13.2% and 14.4%, respectively. These
ratios were 10.1%, 10.7% and 12.0% as of December 31, 2001, respectively. The
minimum regulatory requirements for leverage, tier 1 risk-based and total
risk-based capital ratios are 4.0%, 4.0% and 8.0%, respectively. The well
capitalized regulatory requirements for leverage, tier 1 risk-based and total
risk-based capital ratios are 5.0%, 6.0% and 10.0%, respectively. As of
December 31, 2002 and 2001, the Banks capital position was designated as well
capitalized for regulatory purposes.

30



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Our shareholders equity increased $18.8 million to $156.7 million at
December 31, 2002 compared to $137.9 million at December 31, 2001, due
primarily to the accumulation of $20.0 million in net income as retained
earnings, and a $442,000 increase due to the change in accumulated other
comprehensive income. This increase was partially offset by a $2.3 million
reduction due to the repurchase of shares of our common stock currently held as
treasury stock. There were no dividends declared or paid by us during 2002.

Credit Risk Elements

Allowance for Loan Losses and Nonperforming Assets

The following table provides certain information with respect to our total
allowance for loan losses, including charge-offs, recoveries and selected
ratios, for the periods indicated.

|                             |                                              |   |                                                           |                              |   |                                            |        |        |   |           |        |        |   |           |        |        |   |         |        |       |   |         |     |  
|---------------------------- | -------------------------------------------- | - | --------------------------------------------------------- | ---------------------------- | - | ------------------------------------------ | ------ | ------ | - | --------- | ------ | ------ | - | --------- | ------ | ------ | - | ------- | ------ | ----- | - | ------- | --- | -
|                             |                                              |   |                                                           |                              |   | As of and for the Years Ended December 31,
|                             |                                              |   |                                                           |                              |   |                                           
|                             |                                              |   |                                                           |                              |   | 2002                                       |        | 2001   |   | 2000      |        | 1999   |   | 1998     
|                             |                                              |   |                                                           |                              |   |                                            |        |        |   |           |        |        |   |          
|                             |                                              |   |                                                           |                              |   | (dollars in thousands)                    
|Balance at beginning of year |                                              | $ | 26,650                                                    |                              |   | $                                          | 27,186 |        |   | $         | 19,895 |        |   | $         | 16,811 |        |   | $       | 12,178 |      
|                             | Provision for loan losses                    |   |                                                           | 9,030                        |   |                                            |        | 4,575  |   |           |        | 4,775  |   |           |        | 4,950  |   |         |        | 4,550 |  
|                             | Addition due to purchase of the ICCMAC Trust |   |                                                           |                             |   |                                            |        |       |   |           |        | 4,614  |   |           |        |       |   |         |        |      |  
|                             | Additions due to purchase of LHO and Asahi   |   |                                                           | 2,048                        |   |                                            |        |        |   |           |        |        |   |           |        |        |   |         |        |       |  
|Charge offs:                 |                                              |   |                                                           |                              |   |                                            |        |        |   |           |        |        |   |           |        |        |   |         |        |      
|                             | Real estate loans                            |   |                                                           | (4,730                       | ) |                                            |        | (2,845 | ) |           |        | (1,489 | ) |           |        | (2,088 | ) |         |        | (64   | )
|                             |                                              |   |                                                           | Construction loans           |   |                                            |       |        |   |           | (2,419 | )      |   |           | (1,000 | )      |   |         |       |       |   |         |    |  
|                             |                                              |   |                                                           |                              |   |                                            |        |        |   |           |        |        |   |           |        |        |   |         |        |      
|                             |                                              |   |                                                           | Total charge-offs            |   |                                            | (4,730 | )      |   |           | (5,264 | )      |   |           | (2,489 | )      |   |         | (2,088 | )     |   |         | (64 | )
|                             |                                              |   |                                                           |                              |   |                                            |        |        |   |           |        |        |   |           |        |        |   |         |        |      
|                             | Recoveries:                                  |   |                                                           |                              |   |                                            |        |        |   |           |        |        |   |           |        |        |   |         |        |       |  
|                             |                                              |   |                                                           | Real estate loans            |   |                                            | 11     |        |   |           | 153    |        |   |           | 391    |        |   |         | 222    |       |   |         | 147 |  
|                             |                                              |   |                                                           |                              |   |                                            |        |        |   |           |        |        |   |           |        |        |   |         |        |      
|                             |                                              |   |                                                           | Total recoveries             |   |                                            | 11     |        |   |           | 153    |        |   |           | 391    |        |   |         | 222    |       |   |         | 147 |  
|                             |                                              |   |                                                           |                              |   |                                            |        |        |   |           |        |        |   |           |        |        |   |         |        |      
|                             |                                              |   |                                                           | Net (charge-offs) recoveries |   |                                            | (4,719 | )      |   |           | (5,111 | )      |   |           | (2,098 | )      |   |         | (1,866 | )     |   |         | 83  |  
|                             |                                              |   |                                                           |                              |   |                                            |        |        |   |           |        |        |   |           |        |        |   |         |        |      
|Balance at end of the year   |                                              | $ | 33,009                                                    |                              |   | $                                          | 26,650 |        |   | $         | 27,186 |        |   | $         | 19,895 |        |   | $       | 16,811 |      
|                             |                                              |   |                                                           |                              |   |                                            |        |        |   |           |        |        |   |           |        |        |   |         |        |      
|                             |                                              |   | Average real estate loans outstanding during the year     |                              | $ | 1,305,902                                  |        |        | $ | 1,295,097 |        |        | $ | 1,147,602 |        |        | $ | 925,059 |        |       | $ | 811,847 |    
|                             |                                              |   | Loans, net, at end of the year (1)                        |                              | $ | 1,471,243                                  |        |        | $ | 1,311,178 |        |        | $ | 1,284,835 |        |        | $ | 971,375 |        |       | $ | 878,900 |    
|Selected Ratios:             |                                              |   |                                                           |                              |   |                                            |        |        |   |           |        |        |   |           |        |        |   |         |        |      
|                             |                                              |   | Net (charge-offs) recoveries to average loans
outstanding |                              |   | (0.36                                      | %)     |        |   | (0.39     | %)     |        |   | (0.18     | %)     |        |   | (0.20   | %)     |       |   | 0.01    | %  
|                             |                                              |   | Net (charge-offs) recoveries to loans, net (1)            |                              |   | (0.32                                      | %)     |        |   | (0.39     | %)     |        |   | (0.16     | %)     |        |   | (0.19   | %)     |       |   | 0.01    | %  
|                             |                                              |   | Allowance for loan losses to loans, net (1)               |                              |   | 2.31                                       | %      |        |   | 2.16      | %      |        |   | 2.12      | %      |        |   | 2.05    | %      |       |   | 1.91    | %  
|                             |                                              |   | Allowance for loan losses to nonaccrual loans             |                              |   | 555.61                                     | %      |        |   | 174.30    | %      |        |   | 149.85    | %      |        |   | 249.40  | %      |       |   | 309.37  | %  



---

|(1) |  | Loans, before allowance for loan losses and net of premium, deferred loan origination costs and deferred loan fees.
|--- |  | -------------------------------------------------------------------------------------------------------------------

The allowance for loan losses increased to $33.0 million or 2.31% of our
total loan portfolio at December 31, 2002 from $26.7 million or 2.03% of our
total loan portfolio at December 31, 2001. The increase in the allowance was
due primarily to the growth in our loan portfolio and the increase in our other
loans of concern, which increased from $21.5 million in 2001 to $35.5 million
in 2002. During 2002, we increased our provision to $9.0 million compared to
$4.6 million in 2001 as a result of the above factors.

31



---



##### Table of Contents



The allowance for loan losses decreased to $26.7 million or 2.03% of our
total real estate loan portfolio, at December 31, 2001 from $27.2 million or
2.12% of our total real estate loan portfolio, at December 31, 2000. The
decrease in allowance was due primarily to higher net charge offs of $5.1
million for the year ended December 31, 2001 as compared to $2.1 million from
the prior year and lower provision for loan losses of $4.6 million for the year
ended December 31, 2001 as compared to $4.8 million for the year ended December
31, 2000. The factors affecting the lower provision for loan losses in 2001
were as follows: (1) lower nonperforming loans of $15.3 million at December 31,
2001 as compared to $18.1 million at December 31, 2000 (2) the decrease in loan
delinquencies to $32.9 million at December 31, 2001 as compared to $44.1
million at December 31, 2000 and (3) the reallocation of $2.7 million of
allowance for loan losses from the Imperial Capital REIT to the Bank, as actual
loan losses related to real estate loans held in trust have been negligible.

The following table sets forth managements historical allocation of the
allowance for loan losses by loan or contract category and the percentage of
gross loans in each category to total gross loans at the dates indicated.



|                       |       |        |              |        |            |        |          |     |            |        |          |        |            |  |           |     |   |   |        |        |  |  |     |     |  
|---------------------- | ----- | ------ | ------------ | ------ | ---------- | ------ | -------- | --- | ---------- | ------ | -------- | ------ | ---------- |  | --------- | --- | - | - | ------ | ------ |  |  | --- | --- | -
|                       |       |        | December 31,
|                       |       |        |             
|                       |       |        | 2002         |        | 2001       |        | 2000    
|                       |       |        |              |        |            |        |         
|                       |       |        | Allowance    |        |            |        |          |     | Allowance  |        |          |        |            |  | Allowance |     |   |   |       
|                       |       |        | for loan     |        | % of loans |        | for loan |     | % of loans |        | for loan |        | % of loans
|Loan Category:         |       | losses |              | (1)    |            | losses |          | (1) |            | losses |          | (1)   
|                       |       |        |              |        |            |        |          |     |            |        |          |       
|Secured by real
estate |       | $      | 28,348       |        |            |        | 88       | %   |            | $      | 26,650   |        |            |  | 100       | %   |   | $ | 27,186 |        |  |  | 100 | %  
|Film finance           |       |        | 2,961        |        |            |        | 8        |     |            |        |         |        |            |  |          |     |   |   |       |        |  |  |    |    
|Franchise              |       |        | 1,490        |        |            |        | 4        |     |            |        |         |        |            |  |          |     |   |   |       |        |  |  |    |    
|Commercial             |       |        | 210          |        |            |        |         |     |            |        |         |        |            |  |          |     |   |   |       |        |  |  |    |    
|                       |       |        |              |        |            |        |          |     |            |        |          |        |            |  |           |     |   |   |        |        |  |  |     |    
|                       | Total |        | $            | 33,009 |            |        |          | 100 | %          |        | $        | 26,650 |            |  |           | 100 | % |   | $      | 27,186 |  |  |     | 100 | %
|                       |       |        |              |        |            |        |          |     |            |        |          |        |            |  |           |     |   |   |        |        |  |  |     |    

[Additional columns below]

[Continued from above table, first column(s) repeated]

|                       |       |        |              |        |            |        |          |     |            |   |        |        |  |  |     |     |  
|---------------------- | ----- | ------ | ------------ | ------ | ---------- | ------ | -------- | --- | ---------- | - | ------ | ------ |  |  | --- | --- | -
|                       |       |        | December 31,
|                       |       |        |             
|                       |       |        | 1999         |        | 1998      
|                       |       |        |              |        |           
|                       |       |        | Allowance    |        |            |        |          |     | Allowance  |   |        |        | 
|                       |       |        | for loan     |        | % of loans |        | for loan |     | % of loans
|Loan Category:         |       | losses |              | (1)    |            | losses |          | (1)
|                       |       |        |              |        |            |        |          |    
|Secured by real
estate |       | $      | 19,895       |        |            |        | 100      | %   |            | $ | 16,811 |        |  |  | 100 | %  
|Film finance           |       |        |             |        |            |        |         |     |            |   |       |        |  |  |    |    
|Franchise              |       |        |             |        |            |        |         |     |            |   |       |        |  |  |    |    
|Commercial             |       |        |             |        |            |        |         |     |            |   |       |        |  |  |    |    
|                       |       |        |              |        |            |        |          |     |            |   |        |        |  |  |     |    
|                       | Total |        | $            | 19,895 |            |        |          | 100 | %          |   | $      | 16,811 |  |  |     | 100 | %
|                       |       |        |              |        |            |        |          |     |            |   |        |        |  |  |     |    



---

|(1) |  | Percentage represents the percent of gross loans in category to total
gross loans.
|--- |  | ----------------------------------------------------------------------------------

Management believes the allowance for loan losses accounting policy is
critical to the portrayal and understanding of our financial condition and
results of operations. As such, selection and application of this critical
accounting policy involves judgments, estimates, and uncertainties that are
susceptible to change. In the event that different assumptions or conditions
were to prevail, and depending upon the severity of such changes, the
possibility of materially different financial condition or results of
operations is a reasonable likelihood.

Management periodically assesses the adequacy of the allowance for loan
losses by reference to many factors that may be weighted differently at various
times depending on prevailing conditions. These factors include, among other
elements:



| |  |  | general portfolio trends relative to asset and portfolio size;                                               
| | - |  | -------------------------------------------------------------------------------------------------------------
|
| |  |  | asset categories;                                                                                            
|
| |  |  | potential credit and geographic concentrations;                                                              
|
| |  |  | delinquency trends and nonaccrual loan levels;                                                               
|
| |  |  | historical loss experience and risks associated
with changes in economic, social and business conditions; and
|
| |  |  | the underwriting standards in effect when the loan
was made.                                                 

Accordingly, the calculation of the adequacy of the allowance for loan
losses is not based solely on the level of nonperforming assets. Management
believes that our allowance for loan losses as of December 31, 2002 was
adequate to absorb the known and inherent risks of loss in the loan portfolio
at that date. While management believes the estimates and assumptions used in
its determination of the adequacy of the allowance are reasonable, there can be
no assurance that such estimates and assumptions will not be proven incorrect
in the future, or that the actual amount of future provisions will not exceed
the amount of past provisions or that any increased provisions that may be
required will not adversely impact our financial condition and results of
operations. In addition, the determination of the amount of the Banks
allowance for loan losses is subject to review by bank regulators, as part of
the routine examination process, which may result in the establishment of
additional reserves based upon their judgment of information available to them
at the time of their examination.

32



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##### Table of Contents



The following table sets forth the delinquency status of our loan
portfolios at each of the dates indicated.

|                      |                        |  |                        |        |           |  |            |      |           |  |        |        |            |  |  |      |   |  |            |        |  |  |  |      |  
|--------------------- | ---------------------- |  | ---------------------- | ------ | --------- |  | ---------- | ---- | --------- |  | ------ | ------ | ---------- |  |  | ---- | - |  | ---------- | ------ |  |  |  | ---- | -
|                      |                        |  | December 31,          
|                      |                        |  |                       
|                      |                        |  | 2002                   |        | 2001      |  | 2000      
|                      |                        |  |                        |        |           |  |           
|                      |                        |  |                        |        |           |  | Percent of |      |           |  |        |        | Percent of |  |  |      |   |  | Percent of
|                      |                        |  |                        |        |           |  | Gross      |      |           |  |        |        | Gross      |  |  |      |   |  | Gross     
|                      |                        |  | Amount                 |        | Portfolio |  | Amount     |      | Portfolio |  | Amount |        | Portfolio 
|                      |                        |  |                        |        |           |  |            |      |           |  |        |        |           
|                      |                        |  | (dollars in thousands)
|Period of Delinquency |                        |  |                        |        |           |  |            |      |           |  |        |        |            |  |  |      |   |  |            |        |  |  |  |     
|                      | 30  59 days           |  | $                      | 17,500 |           |  |            | 1.19 | %         |  | $      | 11,481 |            |  |  | 0.88 | % |  | $          | 12,245 |  |  |  | 0.96 | %
|                      | 60  89 days           |  |                        | 148    |           |  |            | 0.01 | %         |  |        | 7,954  |            |  |  | 0.61 | % |  |            | 15,640 |  |  |  | 1.23 | %
|                      | 90 days or more        |  |                        | 5,941  |           |  |            | 0.40 | %         |  |        | 13,450 |            |  |  | 1.03 | % |  |            | 16,226 |  |  |  | 1.27 | %
|                      |                        |  |                        |        |           |  |            |      |           |  |        |        |            |  |  |      |   |  |            |        |  |  |  |     
|                      | Total loans delinquent |  | $                      | 23,589 |           |  |            | 1.61 | %         |  | $      | 32,885 |            |  |  | 2.52 | % |  | $          | 44,111 |  |  |  | 3.46 | %
|                      |                        |  |                        |        |           |  |            |      |           |  |        |        |            |  |  |      |   |  |            |        |  |  |  |     

The decrease in total delinquent loans in 2002 was due primarily to a
$19.1 million decrease in past due one-four family real estate loans and a $1.7
million decrease of past due loans held in trust, partially offset by a $9.5
million increase in past due commercial real estate loans and a $1.9 million
increase in past due franchise loans.

The Company has established a policy that all loans greater than $1.5
million are reviewed annually. This review usually involves obtaining updated
information about the collateral and source of repayment. In addition,
independent outside consultants periodically review the Banks loan portfolio
and report findings to management and the audit committee of the board of
directors. Loans considered to warrant special attention are presented to the
review and reserve committee, which meets at least monthly to review the status
of classified loans, consider new classifications or declassifications,
determine the need for and amount of any charge offs, and recommend to our
executive committee of the board of directors the level of allowance for loan
losses to be maintained. If management believes that the collection of the
full amount of principal is unlikely and the value of the collateral securing
the obligation is insufficient, steps are generally taken to protect and
liquidate the collateral. Losses resulting from the difference between the
loan balance and the fair market value of the collateral are recognized by a
partial charge-off of the loan balance to the collaterals fair market value.
While real property collateral is held for sale, it is subject to periodic
evaluation and/or appraisal. If an evaluation or appraisal indicates that the
property will ultimately sell for less than our recorded value plus costs of
disposition, the loss is recognized by a charge to allowance for loan losses on
other real estate owned.

Loans are placed on nonaccrual status when they become 90 days or more
contractually delinquent, or earlier if the collection of interest is
considered by management to be doubtful, unless the loan is considered well
secured and in the process of collection. Subsequent cash collections on
nonaccrual loans are either recognized as interest income on a cash basis, if
the loan is well secured and in managements judgment the net book value is
fully collectible, or recorded entirely as a reduction of principal.

33



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##### Table of Contents



The following table sets forth our nonperforming assets by category and
troubled debt restructurings as of the dates indicated:

|                                                                      |                 |   |                                                                               |       |                        |        |        |        |      |        |        |       |      |        |        |       |  |        |        |       |  |       | 
|--------------------------------------------------------------------- | --------------- | - | ----------------------------------------------------------------------------- | ----- | ---------------------- | ------ | ------ | ------ | ---- | ------ | ------ | ----- | ---- | ------ | ------ | ----- |  | ------ | ------ | ----- |  | ----- | 
|                                                                      |                 |   |                                                                               |       | December 31           
|                                                                      |                 |   |                                                                               |       |                       
|                                                                      |                 |   |                                                                               |       | 2002                   |        | 2001   |        | 2000 |        | 1999   |       | 1998
|                                                                      |                 |   |                                                                               |       |                        |        |        |        |      |        |        |       |     
|                                                                      |                 |   |                                                                               |       | (dollars in thousands)
|Nonaccrual loans:(1)                                                  |                 |   |                                                                               |       |                        |        |        |        |      |        |        |       |      |        |        |       |  |        |        |      
|                                                                      | Real Estate (2) |   | $                                                                             | 3,913 |                        |        | $      | 13,690 |      |        | $      | 9,430 |      |        | $      | 7,977 |  |        | $      | 5,434 | 
|                                                                      | Construction    |   |                                                                               |      |                        |        |        | 1,600  |      |        |        | 8,712 |      |        |        |      |  |        |        |      | 
|                                                                      | Franchise       |   |                                                                               | 1,986 |                        |        |        |       |      |        |        |      |      |        |        |      |  |        |        |      | 
|Other real estate owned, net                                          |                 |   | 12,593                                                                        |       |                        |        | 13,741 |        |      |        | 2,250  |       |      |        | 1,041  |       |  |        | 1,201  |      
|                                                                      |                 |   |                                                                               |       |                        |        |        |        |      |        |        |       |      |        |        |       |  |        |        |      
|                                                                      |                 |   | Total nonperforming assets                                                    |       |                        | 18,492 |        |        |      | 29,031 |        |       |      | 20,392 |        |       |  | 9,018  |        |       |  | 6,635 | 
|                                                                      |                 |   | Accruing loans past-due 90
days or more with respect to
principal or interest |       |                        |       |        |        |      |       |        |       |      | 9,765  |        |       |  |       |        |       |  |      | 
|                                                                      |                 |   | Performing troubled debt
restructurings                                       |       |                        | 7,858  |        |        |      | 3,752  |        |       |      | 3,002  |        |       |  | 13,996 |        |       |  | 805   | 
|                                                                      |                 |   |                                                                               |       |                        |        |        |        |      |        |        |       |      |        |        |       |  |        |        |      
|                                                                      |                 | $ | 26,350                                                                        |       |                        | $      | 32,783 |        |      | $      | 33,159 |       |      | $      | 23,014 |       |  | $      | 7,440  |      
|                                                                      |                 |   |                                                                               |       |                        |        |        |        |      |        |        |       |      |        |        |       |  |        |        |      
|Non accrual loans to total gross
loans and real estate loans in
trust |                 |   | 0.36                                                                          | %     |                        |        | 1.17   | %      |      |        | 1.42   | %     |      |        | 0.82   | %     |  |        | 0.62   | %    
|Allowance for loan losses to
nonaccrual loans                         |                 |   | 555.61                                                                        | %     |                        |        | 174.30 | %      |      |        | 149.85 | %     |      |        | 249.40 | %     |  |        | 309.37 | %    
|Nonperforming assets to total assets                                  |                 |   | 1.08                                                                          | %     |                        |        | 1.92   | %      |      |        | 1.44   | %     |      |        | 0.81   | %     |  |        | 0.64   | %    



---

|(1) |  | Gross interest income that would have been recorded on nonaccrual loans
had they been current in accordance with original terms was $941,000 and
$2.1 million for the years ended December 31, 2002 and 2001 respectively.
The amount of interest income on such nonaccrual loans included in net
income for the year ended December 31, 2002 and 2001 was $796,000 and
$340,000, respectively.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(2) |  | Includes one loan with a net book balance of $1.4 million that was a
nonperforming troubled debt restructuring in 2000.                                                                                                                                                                                                                                                                        

Our nonaccrual loans totaled $5.9 million at December 31, 2002. Two of
these loans had an outstanding balance greater than $1.0 million.

In 2002, $4.4 million of new other real estate owned was acquired, $4.9
million of other real estate owned was sold, and $836,000 of write-downs were
taken, resulting in net other real estate owned at December 31, 2002 of $12.6
million. Other real estate owned at December 31, 2002 consisted of four
properties with an average balance of approximately $3.1 million. The other
real estate owned property with the largest net book balance totaled $5.3
million.

In addition to the above, management has concerns as to the borrowers
ability to comply with present repayment terms on $35.5 million of other loans
of concern as of December 31, 2002. See Item 1. BusinessNonperforming
Assets and Other Loans of Concern.




Item 7.A. Quantitative and Qualitative Disclosures About Market Risk

We realize income principally from the differential or spread between the
interest earned on loans, investments and other interest-earning assets and the
interest paid on deposits and borrowings. Loan volumes and yields, as well as
the volume of and rates on investments, deposits and borrowings, are affected
by market interest rates. Additionally, because of the terms and conditions of
many of our loan agreements and deposit accounts, a change in interest rates
could also affect the duration of the loan portfolio and/or the deposit base,
which could alter our sensitivity to future changes in interest rates.

Interest rate risk management focuses on maintaining consistent growth in
net interest income within board-approved policy limits while taking into
consideration, among other factors, our overall credit, operating income,
operating cost and capital profile. The asset/liability management committee,
which includes senior management representatives and reports to the Board of
Directors, monitors and manages interest rate risk to maintain an acceptable
level of change in net interest income as a result of changes in interest
rates. See Item 1. Business  Nonperforming Assets and Other Loans of
Concern.

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##### Table of Contents



In evaluating our exposure to changes in interest rates, certain risks
inherent in the method of analysis presented in the following table must be
considered. For example, although certain assets and liabilities may have
similar maturities or periods to repricing, they may react in different degrees
and at different times to changes in market rates. Additionally, loan
prepayments and early withdrawals of time certificates could cause interest
sensitivities to vary from those that appear in the following table. Further,
certain assets, such as variable rate real estate loans, have features that
restrict changes in interest rates on a short-term basis and over the life of
the asset. The majority of our variable rate real estate loans may not adjust
downward below their initial rate, with increases generally limited to maximum
adjustments of 2% per year and up to 4% over the life of the loan. These loans
may also be subject to prepayment penalties. At December 31, 2002, 85.9% of
our variable rate loan portfolio would not adjust downward below the initial
interest rate with the weighted-average minimum interest rate on this portfolio
being 7.84% and 79.5% of the total loans outstanding had a lifetime interest
rate cap, with the weighted-average lifetime interest rate cap on this
portfolio being 10.03%. The anticipated effects of these various factors are
considered by management in implementing interest rate risk management
activities.

We use an internal earnings simulation model as a tool to identify and
manage our interest rate risk profile. The model is based on projected cash
flows and repricing characteristics for all financial instruments and
incorporates market-based assumptions regarding the impact of changing interest
rates on current volumes of applicable financial instruments, considering
applicable interest rate floors and caps and prepayment penalties associated
with each financial instrument. These assumptions are inherently uncertain
and, as a result, the model cannot precisely measure net interest income or
precisely predict the impact of changes in interest rates on net interest
income. Actual results will differ from simulated results due to timing,
magnitude and frequency of interest rate changes as well as changes in market
conditions and management strategies.

The following table shows our estimated earnings sensitivity profile as of
December 31, 2002:

|                    |  |                      |       |  
|------------------- |  | -------------------- | ----- | -
|Changes in          |  | Percentage Change in
|Interest rates      |  | Net Interest Income 
|(Basis Points)      |  | (12 Months)         
|                    |  |                     
|+ 200 Over One Year |  |                      | -5.00 | %
|+ 100 Over One Year |  |                      | -3.73 | %
|- 100 Over One Year |  |                      | 4.05  | %
|- 200 Over One Year |  |                      | N/A   |  

Because of the low level of current market interest rates, the above
analysis was not performed for an interest rate decrease greater than 100 basis
points.

Another tool used to identify and manage our interest rate risk profile is
the static gap analysis. Interest sensitivity gap analysis measures the
difference between the assets and liabilities repricing or maturing within
specific time periods. Although our cumulative GAP position indicates an
asset-sensitive position, our loan portfolio has reached floor interest rates
in excess of current market rates to such an extent that a 200 basis point
increase in rates does not cause our assets to reprice. Our liabilities within
the cumulative GAP period reprice upward to market rates under this scenario
causing compression of net interest income. In a declining rate environment,
our liabilities will continue to reprice downward, while our loan portfolio
remains at its floor rates, creating an increase in net interest income.

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The following table presents an estimate of our static GAP analysis as of
December 31, 2002.

|                                                                                                              |                                            |   |                          |         |               |   |            |         |              |   |              |         |       |   |         |        |  |   |          |         |  |   |           |           | 
|------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | - | ------------------------ | ------- | ------------- | - | ---------- | ------- | ------------ | - | ------------ | ------- | ----- | - | ------- | ------ |  | - | -------- | ------- |  | - | --------- | --------- | 
|                                                                                                              |                                            |   | Maturing or Repricing in
|                                                                                                              |                                            |   |                         
|                                                                                                              |                                            |   |                          |         |               |   | After 3    |         | After 1 Year |   |              |         |       |   |         |        |  |   |          |         | 
|                                                                                                              |                                            |   | 3 months                 |         | Months But    |   | But Within |         | After        |   | Non-Interest |         |       |   |        
|                                                                                                              |                                            |   | or less                  |         | Within 1 year |   | 5 Years    |         | 5 Years      |   | Sensitive    |         | Total
|                                                                                                              |                                            |   |                          |         |               |   |            |         |              |   |              |         |      
|                                                                                                              |                                            |   | (dollars in thousands)  
|Assets                                                                                                        |                                            |   |                          |         |               |   |            |         |              |   |              |         |       |   |         |        |  |   |          |         |  |   |           |          
|Loans (1)                                                                                                     |                                            | $ | 754,340                  |         |               | $ | 566,588    |         |              | $ | 24,677       |         |       | $ | 1,774   |        |  | $ |         |         |  | $ | 1,347,379 |          
|Real estate loans held in trust (2)                                                                           |                                            |   | 55,128                   |         |               |   | 14,197     |         |              |   |             |         |       |   | 54,539  |        |  |   |          |         |  |   | 123,864   |          
|Cash and cash equivalents                                                                                     |                                            |   | 146,463                  |         |               |   |           |         |              |   |             |         |       |   |        |        |  |   | 14,385   |         |  |   | 160,848   |          
|Investment securities available
for sale                                                                      |                                            |   |                         |         |               |   |           |         |              |   | 53,740       |         |       |   | 865     |        |  |   | 72       |         |  |   | 54,677    |          
|Noninterest-earning assets less
allowance for loan losses and
unearned fees                                   |                                            |   |                         |         |               |   |           |         |              |   |             |         |       |   |        |        |  |   | 35,197   |         |  |   | 35,197    |          
|                                                                                                              |                                            |   |                          |         |               |   |            |         |              |   |              |         |       |   |         |        |  |   |          |         |  |   |           |          
|                                                                                                              | Total assets                               |   | $                        | 955,931 |               |   | $          | 580,785 |              |   | $            | 78,417  |       |   | $       | 57,178 |  |   | $        | 49,654  |  |   | $         | 1,721,965 | 
|                                                                                                              |                                            |   |                          |         |               |   |            |         |              |   |              |         |       |   |         |        |  |   |          |         |  |   |           |          
|Liabilities and Shareholders Equity                                                                          |                                            |   |                          |         |               |   |            |         |              |   |              |         |       |   |         |        |  |   |          |         |  |   |           |          
|Time certificates under $100,000                                                                              |                                            | $ | 134,420                  |         |               | $ | 305,489    |         |              | $ | 81,495       |         |       | $ |        |        |  | $ |         |         |  | $ | 521,404   |          
|Time certificates $100,000 and more                                                                           |                                            |   | 95,604                   |         |               |   | 196,008    |         |              |   | 84,370       |         |       |   |        |        |  |   |         |         |  |   | 375,982   |          
|Money market and passbook accounts                                                                            |                                            |   | 168,525                  |         |               |   |           |         |              |   |             |         |       |   |        |        |  |   |         |         |  |   | 168,982   |          
|FHLB advances                                                                                                 |                                            |   | 188,700                  |         |               |   | 54,850     |         |              |   | 80,605       |         |       |   | 14,530  |        |  |   |         |         |  |   | 338,685   |          
|Collateralized mortgage obligations                                                                           |                                            |   | 14,441                   |         |               |   | 36,505     |         |              |   | 18,131       |         |       |   |        |        |  |   |         |         |  |   | 69,077    |          
|Other liabilities                                                                                             |                                            |   |                         |         |               |   |           |         |              |   |             |         |       |   |        |        |  |   | 10,006   |         |  |   | 10,006    |          
|Guaranteed preferred beneficial
interests in the Companys junior
subordinated deferrable interest
debentures |                                            |   | 53,394                   |         |               |   |           |         |              |   |             |         |       |   | 28,201  |        |  |   |         |         |  |   | 81,595    |          
|Shareholders equity                                                                                          |                                            |   |                         |         |               |   |           |         |              |   |             |         |       |   |        |        |  |   | 156,691  |         |  |   | 156,691   |          
|                                                                                                              |                                            |   |                          |         |               |   |            |         |              |   |              |         |       |   |         |        |  |   |          |         |  |   |           |          
|                                                                                                              | Total liabilities and
shareholders equity |   | $                        | 655,084 |               |   | $          | 590,799 |              |   | $            | 266,654 |       |   | $       | 42,731 |  |   | $        | 166,697 |  |   | $         | 1,721,965 | 
|                                                                                                              |                                            |   |                          |         |               |   |            |         |              |   |              |         |       |   |         |        |  |   |          |         |  |   |           |          
|Net repricing assets over (under)
repricing liabilities equals
interest rate sensitivity GAP                  |                                            | $ | 300,847                  |         |               | $ | (10,014    | )       |              | $ | (188,237     | )       |       | $ | 14,447  |        |  | $ | (117,043 | )       |  |   |           |          
|                                                                                                              |                                            |   |                          |         |               |   |            |         |              |   |              |         |       |   |         |        |  |   |          |         |  |   |           |          
|Cumulative interest rate
sensitivity GAP                                                                      |                                            | $ | 300,847                  |         |               | $ | 290,833    |         |              | $ | 102,596      |         |       | $ | 117,043 |        |  | $ |         |         |  |   |           |          
|                                                                                                              |                                            |   |                          |         |               |   |            |         |              |   |              |         |       |   |         |        |  |   |          |         |  |   |           |          
|Cumulative GAP as a percentage of
total assets                                                                |                                            |   | 17.5                     | %       |               |   | 16.9       | %       |              |   | 6.0          | %       |       |   | 6.8     | %      |  |   | 0.0      | %       |  |   |           |          
|                                                                                                              |                                            |   |                          |         |               |   |            |         |              |   |              |         |       |   |         |        |  |   |          |         |  |   |           |          



---

|(1) |  | Variable rate loans consist principally of real estate secured loans with
a maximum term of 30 years. Approximately 65% of these loans are
generally adjustable quarterly based on changes in various indexes,
subject generally to a maximum increase of 2% annually and up to 4% over
the life of the loan. Approximately 17% of these loans are fixed for an
initial period of two to five years from origination, and then are
adjustable quarterly based on changes in various indexes. Nonaccrual
loans of approximately $5.7 million are assumed to reprice after five
years.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(2) |  | Nonaccrual loans of approximately $233,000 are assumed to reprice after
five years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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##### Table of Contents






Item 8. Financial Statements and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

|                                                                                                                |  |      |    | 
|--------------------------------------------------------------------------------------------------------------- |  | ---- | -- | 
|                                                                                                                |  | Page
|                                                                                                                |  |     
|Report of Independent Auditors                                                                                  |  |      | 38 | 
|Report of Predecessor Independent Public Accountants                                                            |  |      | 39 | 
|Consolidated Balance Sheets as of December 31, 2002 and 2001                                                    |  |      | 40 | 
|Consolidated Statements of Income for the Years Ended
December 31, 2002, 2001 and 2000                          |  |      | 41 | 
|Consolidated Statements of Changes in Shareholders Equity for the
Years Ended December 31, 2002, 2001 and 2000 |  |      | 42 | 
|Consolidated Statements of Cash Flows for the Years Ended
December 31, 2002, 2001 and 2000                      |  |      | 43 | 
|Notes to Consolidated Financial Statements                                                                      |  |      | 44 | 

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##### Table of Contents



REPORT OF INDEPENDENT AUDITORS

To the Shareholders and the Board of Directors of
ITLA Capital Corporation:

We have audited the accompanying consolidated balance sheet of ITLA Capital
Corporation and subsidiaries (the Company), a Delaware corporation, as of
December 31, 2002, and the related consolidated statements of income, changes
in shareholders equity and cash flows for the year ended December 31, 2002.
These financial statements are the responsibility of the Companys management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of ITLA Capital
Corporation and subsidiaries as of December 31, 2002, and the consolidated
results of their operations and their cash flows for the year ended December
31, 2002 in conformity with accounting principles generally accepted in the
United States.

/s/ Ernst &Young LLP

Los Angeles, California
January 30, 2003

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##### Table of Contents



REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and the Board of Directors of
ITLA Capital Corporation:

We have audited the accompanying consolidated balance sheets of ITLA Capital
Corporation and subsidiaries (the Company), a Delaware corporation, as of
December 31, 2001 and 2000, and the related consolidated statements of income,
changes in shareholders equity and cash flows for each of the three years in
the period ended December 31, 2001. These financial statements are the
responsibility of the Companys management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of ITLA Capital Corporation and
subsidiaries as of December 31, 2001 and 2000, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2001 in conformity with accounting principles generally accepted
in the United States.

/s/ Arthur Andersen LLP

Los Angeles, California
January 25, 2002

This is a copy of the audit report previously issued by Arthur Andersen LLP in
connection with ITLA Capital Corporations filing Form 10-K for the year ended
December 31, 2001. Arthur Andersen LLP has not reissued this report in
connection with this filing on Form 10-K.

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##### Table of Contents



ITLA CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

|                                                                                                              |                                                                                                                                                                 |                            |                                            |           |                                     |           |           |         |           |           | 
|------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ------------------------------------------ | --------- | ----------------------------------- | --------- | --------- | ------- | --------- | --------- | 
|                                                                                                              |                                                                                                                                                                 |                            |                                            |           | December 31,                       
|                                                                                                              |                                                                                                                                                                 |                            |                                            |           |                                    
|                                                                                                              |                                                                                                                                                                 |                            |                                            |           | 2002                                |           | 2001     
|                                                                                                              |                                                                                                                                                                 |                            |                                            |           |                                     |           |          
|                                                                                                              |                                                                                                                                                                 |                            |                                            |           | (in thousands except share amounts)
|Assets                                                                                                        |                                                                                                                                                                 |                            |                                            |           |                                     |           |           |        
|Cash and cash equivalents                                                                                     |                                                                                                                                                                 | $                          | 160,848                                    |           |                                     | $         | 134,241   |        
|Investment securities available for sale, at fair value                                                       |                                                                                                                                                                 |                            | 54,677                                     |           |                                     |           | 29,411    |        
|Stock in Federal Home Loan Bank                                                                               |                                                                                                                                                                 |                            | 16,934                                     |           |                                     |           | 13,464    |        
|Loans, net (net of allowance for loan losses of $31,081
and $24,722 in 2002 and 2001, respectively)           |                                                                                                                                                                 |                            | 1,316,298                                  |           |                                     |           | 1,122,370 |        
|Real estate loans held in trust, net (net of allowance for
loan losses of $1,928 in 2002 and 2001)            |                                                                                                                                                                 |                            | 121,936                                    |           |                                     |           | 162,158   |        
|Interest receivable                                                                                           |                                                                                                                                                                 |                            | 9,158                                      |           |                                     |           | 11,144    |        
|Other real estate owned, net                                                                                  |                                                                                                                                                                 |                            | 12,593                                     |           |                                     |           | 13,741    |        
|Premises and equipment, net                                                                                   |                                                                                                                                                                 |                            | 4,197                                      |           |                                     |           | 2,177     |        
|Deferred income taxes                                                                                         |                                                                                                                                                                 |                            | 13,822                                     |           |                                     |           | 11,869    |        
|Goodwill                                                                                                      |                                                                                                                                                                 |                            | 3,118                                      |           |                                     |           |          |        
|Other assets                                                                                                  |                                                                                                                                                                 |                            | 8,384                                      |           |                                     |           | 7,733     |        
|                                                                                                              |                                                                                                                                                                 |                            |                                            |           |                                     |           |           |        
|                                                                                                              |                                                                                                                                                                 |                            | Total assets                               |           | $                                   | 1,721,965 |           |         | $         | 1,508,308 | 
|                                                                                                              |                                                                                                                                                                 |                            |                                            |           |                                     |           |           |        
|Liabilities and Shareholders Equity                                                                          |                                                                                                                                                                 |                            |                                            |           |                                     |           |           |        
|Liabilities:                                                                                                  |                                                                                                                                                                 |                            |                                            |           |                                     |           |           |        
|                                                                                                              | Deposit accounts                                                                                                                                                |                            | $                                          | 1,065,911 |                                     |           | $         | 953,654 |          
|                                                                                                              | Federal Home Loan Bank advances                                                                                                                                 |                            |                                            | 338,685   |                                     |           |           | 269,285 |          
|                                                                                                              | Collateralized mortgage obligations                                                                                                                             |                            |                                            | 69,077    |                                     |           |           | 109,648 |          
|                                                                                                              | Accounts payable and other liabilities                                                                                                                          |                            |                                            | 10,006    |                                     |           |           | 9,674   |          
|                                                                                                              |                                                                                                                                                                 |                            |                                            |           |                                     |           |           |        
|                                                                                                              |                                                                                                                                                                 | Total liabilities          |                                            |           | 1,483,679                           |           |           |         | 1,342,261 |          
|                                                                                                              |                                                                                                                                                                 |                            |                                            |           |                                     |           |           |        
|Commitments and contingencies (note 17)                                                                       |                                                                                                                                                                 |                            |                                            |           |                                     |           |           |        
|                                                                                                             
|Guaranteed preferred beneficial interests in the Companys junior
subordinated deferrable interest debentures |                                                                                                                                                                 |                            | 81,595                                     |           |                                     |           | 28,118    |        
|                                                                                                             
|Shareholders equity:                                                                                         |                                                                                                                                                                 |                            |                                            |           |                                     |           |           |        
|                                                                                                              | Preferred stock, 5,000,000 shares authorized, none issued                                                                                                       |                            |                                            |          |                                     |           |           |        |          
|                                                                                                              | Contributed capital  common stock, $.01 par value;
20,000,000 shares authorized, 8,226,414 and 8,212,749 issued
and outstanding in 2002 and 2001, respectively |                            |                                            | 58,841    |                                     |           |           | 58,183  |          
|                                                                                                              | Retained earnings                                                                                                                                               |                            |                                            | 135,773   |                                     |           |           | 115,768 |          
|                                                                                                              | Accumulated other comprehensive income (loss)                                                                                                                   |                            |                                            | 435       |                                     |           |           | (7      | )        
|                                                                                                              |                                                                                                                                                                 |                            |                                            |           |                                     |           |           |        
|                                                                                                              |                                                                                                                                                                 |                            | 195,049                                    |           |                                     |           | 173,944   |        
|                                                                                                              | Less treasury stock, at cost 2,447,656 and 2,354,056 shares
in 2002 and 2001, respectively                                                                      |                            |                                            | (38,358   | )                                   |           |           | (36,015 | )        
|                                                                                                              |                                                                                                                                                                 |                            |                                            |           |                                     |           |           |        
|                                                                                                              |                                                                                                                                                                 | Total shareholders equity |                                            |           | 156,691                             |           |           |         | 137,929   |          
|                                                                                                              |                                                                                                                                                                 |                            |                                            |           |                                     |           |           |        
|                                                                                                              |                                                                                                                                                                 |                            | Total liabilities and shareholders equity |           | $                                   | 1,721,965 |           |         | $         | 1,508,308 | 
|                                                                                                              |                                                                                                                                                                 |                            |                                            |           |                                     |           |           |        

See accompanying notes to the consolidated financial statements.

40



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##### Table of Contents



ITLA CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF
INCOME


|                                                                                       |                                                     |                                            |                                                       |                            |         |                                         |        |         |         |        |        |         |         |        |        | 
|-------------------------------------------------------------------------------------- | --------------------------------------------------- | ------------------------------------------ | ----------------------------------------------------- | -------------------------- | ------- | --------------------------------------- | ------ | ------- | ------- | ------ | ------ | ------- | ------- | ------ | ------ | 
|                                                                                       |                                                     |                                            |                                                       |                            |         | Years Ended December 31,               
|                                                                                       |                                                     |                                            |                                                       |                            |         |                                        
|                                                                                       |                                                     |                                            |                                                       |                            |         | 2002                                    |        | 2001    |         | 2000  
|                                                                                       |                                                     |                                            |                                                       |                            |         |                                         |        |         |         |       
|                                                                                       |                                                     |                                            |                                                       |                            |         | (in thousands except per share amounts)
|Interest income:                                                                       |                                                     |                                            |                                                       |                            |         |                                         |        |         |         |        |        |        
|                                                                                       | Loans receivable, including fees                    |                                            | $                                                     | 96,894                     |         |                                         | $      | 104,949 |         |        | $      | 102,419 |        
|                                                                                       | Real estate loans held in trust                     |                                            |                                                       | 10,239                     |         |                                         |        | 14,954  |         |        |        | 16,192  |        
|                                                                                       | Cash and investment securities                      |                                            |                                                       | 3,475                      |         |                                         |        | 3,192   |         |        |        | 5,164   |        
|                                                                                       |                                                     |                                            |                                                       |                            |         |                                         |        |         |         |        |        |        
|                                                                                       |                                                     | Total interest income                      |                                                       |                            | 110,608 |                                         |        |         | 123,095 |        |        |         | 123,775 |       
|                                                                                       |                                                     |                                            |                                                       |                            |         |                                         |        |         |         |        |        |        
|Interest expense:                                                                      |                                                     |                                            |                                                       |                            |         |                                         |        |         |         |        |        |        
|                                                                                       | Deposit accounts                                    |                                            |                                                       | 29,349                     |         |                                         |        | 52,864  |         |        |        | 55,968  |        
|                                                                                       | Collateralized mortgage obligations                 |                                            |                                                       | 2,301                      |         |                                         |        | 6,209   |         |        |        | 10,901  |        
|                                                                                       | Federal Home Loan Bank advances                     |                                            |                                                       | 5,672                      |         |                                         |        | 4,790   |         |        |        | 1,773   |        
|                                                                                       |                                                     |                                            |                                                       |                            |         |                                         |        |         |         |        |        |        
|                                                                                       |                                                     | Total interest expense                     |                                                       |                            | 37,322  |                                         |        |         | 63,863  |        |        |         | 68,642  |       
|                                                                                       |                                                     |                                            |                                                       |                            |         |                                         |        |         |         |        |        |        
|                                                                                       |                                                     |                                            | Net interest income before provisions for loan
losses |                            |         | 73,286                                  |        |         |         | 59,232 |        |         |         | 55,133 |       
|Provision for loan losses                                                              |                                                     |                                            | 9,030                                                 |                            |         |                                         | 4,575  |         |         |        | 4,775  |        
|                                                                                       |                                                     |                                            |                                                       |                            |         |                                         |        |         |         |        |        |        
|                                                                                       |                                                     |                                            | Net interest income after provisions for loan losses  |                            |         | 64,256                                  |        |         |         | 54,657 |        |         |         | 50,358 |       
|                                                                                       |                                                     |                                            |                                                       |                            |         |                                         |        |         |         |        |        |        
|Non-interest income:                                                                   |                                                     |                                            |                                                       |                            |         |                                         |        |         |         |        |        |        
|                                                                                       | Fee income from mortgage banking activities         |                                            |                                                       |                           |         |                                         |        | 83      |         |        |        | 47      |        
|                                                                                       | Gain on sale of investment securities               |                                            |                                                       |                           |         |                                         |        |        |         |        |        | 1,412   |        
|                                                                                       | Other                                               |                                            |                                                       | 373                        |         |                                         |        | 976     |         |        |        | 872     |        
|                                                                                       |                                                     |                                            |                                                       |                            |         |                                         |        |         |         |        |        |        
|                                                                                       |                                                     | Total non-interest income                  |                                                       |                            | 373     |                                         |        |         | 1,059   |        |        |         | 2,331   |       
|                                                                                       |                                                     |                                            |                                                       |                            |         |                                         |        |         |         |        |        |        
|Non-interest expense:                                                                  |                                                     |                                            |                                                       |                            |         |                                         |        |         |         |        |        |        
|                                                                                       | Compensation and benefits                           |                                            |                                                       | 13,954                     |         |                                         |        | 11,778  |         |        |        | 9,958   |        
|                                                                                       | Occupancy and equipment                             |                                            |                                                       | 3,165                      |         |                                         |        | 2,968   |         |        |        | 2,567   |        
|                                                                                       | FDIC assessment                                     |                                            |                                                       | 159                        |         |                                         |        | 182     |         |        |        | 188     |        
|                                                                                       | Other                                               |                                            |                                                       | 9,754                      |         |                                         |        | 7,890   |         |        |        | 7,941   |        
|                                                                                       |                                                     |                                            |                                                       |                            |         |                                         |        |         |         |        |        |        
|                                                                                       |                                                     | Total recurring general and administrative |                                                       |                            | 27,032  |                                         |        |         | 22,818  |        |        |         | 20,654  |       
|                                                                                       | Non-recurring expense                               |                                            |                                                       |                           |         |                                         |        |        |         |        |        | 1,400   |        
|                                                                                       |                                                     |                                            |                                                       |                            |         |                                         |        |         |         |        |        |        
|                                                                                       |                                                     | Total general and administrative           |                                                       |                            | 27,032  |                                         |        |         | 22,818  |        |        |         | 22,054  |       
|                                                                                       |                                                     |                                            |                                                       |                            |         |                                         |        |         |         |        |        |        
|                                                                                       | Real estate owned expense (income), net             |                                            |                                                       | 632                        |         |                                         |        | 136     |         |        |        | (31     | )      
|                                                                                       | Provision for losses on other real estate owned     |                                            |                                                       | 796                        |         |                                         |        | 269     |         |        |        | 167     |        
|                                                                                       | (Gain) loss on sale of other real estate owned, net |                                            |                                                       | (105                       | )       |                                         |        | (18     | )       |        |        | 2       |        
|                                                                                       |                                                     |                                            |                                                       |                            |         |                                         |        |         |         |        |        |        
|                                                                                       |                                                     | Total real estate owned expense, net       |                                                       |                            | 1,323   |                                         |        |         | 387     |        |        |         | 138     |       
|                                                                                       |                                                     |                                            |                                                       |                            |         |                                         |        |         |         |        |        |        
|                                                                                       |                                                     |                                            |                                                       | Total non-interest expense |         |                                         | 28,355 |         |         |        | 23,205 |         |         |        | 22,192 | 
|                                                                                       |                                                     |                                            |                                                       |                            |         |                                         |        |         |         |        |        |        
|Income before provision for income taxes and minority interest
in income of subsidiary |                                                     |                                            | 36,274                                                |                            |         |                                         | 32,511 |         |         |        | 30,497 |        
|Minority interest in income of subsidiary                                              |                                                     |                                            | 3,481                                                 |                            |         |                                         | 2,967  |         |         |        | 478    |        
|                                                                                       |                                                     |                                            |                                                       |                            |         |                                         |        |         |         |        |        |        
|Income before provision for income taxes                                               |                                                     |                                            | 32,793                                                |                            |         |                                         | 29,544 |         |         |        | 30,019 |        
|Provision for income taxes                                                             |                                                     |                                            | 12,788                                                |                            |         |                                         | 11,393 |         |         |        | 11,880 |        
|                                                                                       |                                                     |                                            |                                                       |                            |         |                                         |        |         |         |        |        |        
|                                                                                       | NET INCOME                                          |                                            | $                                                     | 20,005                     |         |                                         | $      | 18,151  |         |        | $      | 18,139  |        
|                                                                                       |                                                     |                                            |                                                       |                            |         |                                         |        |         |         |        |        |        
|                                                                                       | BASIC EARNINGS PER SHARE                            |                                            | $                                                     | 3.35                       |         |                                         | $      | 2.82    |         |        | $      | 2.57    |        
|                                                                                       |                                                     |                                            |                                                       |                            |         |                                         |        |         |         |        |        |        
|                                                                                       | DILUTED EARNINGS PER SHARE                          |                                            | $                                                     | 3.16                       |         |                                         | $      | 2.72    |         |        | $      | 2.51    |        
|                                                                                       |                                                     |                                            |                                                       |                            |         |                                         |        |         |         |        |        |        

See accompanying notes to the consolidated financial statements.

41



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##### Table of Contents



ITLA CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY



|                                                                                                      |  |                                     |           |                      |  |             |            |         |  |              |           |             |  |                     |        |  |  |       |       |   |  |   |        |  
|----------------------------------------------------------------------------------------------------- |  | ----------------------------------- | --------- | -------------------- |  | ----------- | ---------- | ------- |  | ------------ | --------- | ----------- |  | ------------------- | ------ |  |  | ----- | ----- | - |  | - | ------ | -
|                                                                                                      |  | Common Stock                        |           |                      |  |             |            |         |  |              |           |             |  |                    
|                                                                                                      |  | Number of shares                    |           | Shareholders' Equity
|                                                                                                      |  |                                     |           |                     
|                                                                                                      |  |                                     |           |                      |  |             |            |         |  |              |           |             |  | Contributed Capital
|                                                                                                      |  | Gross                               |           |                      |  |             |            | Net     |  |             
|                                                                                                      |  | Shares                              |           |                      |  |             |            | Shares  |  |              |           |             |  |                     |        |  |  | Total
|                                                                                                      |  | Issued and                          |           | Treasury             |  | Issued and  |            | Share   |  | Earned       |           | Contributed
|                                                                                                      |  | Outstanding                         |           | Shares               |  | Outstanding |            | Capital |  | Compensation |           | Capital    
|                                                                                                      |  |                                     |           |                      |  |             |            |         |  |              |           |            
|                                                                                                      |  | (in thousands except share amounts)
|Balance at January 1, 2000                                                                            |  |                                     | 8,202,916 |                      |  |             | (1,021,432 | )       |  |              | 7,181,484 |             |  | $                   | 56,459 |  |  | $     | 725   |   |  | $ | 57,184 |  
|                                                                                                      |  |                                     |           |                      |  |             |            |         |  |              |           |             |  |                     |        |  |  |       |       |   |  |   |        |  
|Issuance of common stock -
employee stock options                                                     |  |                                     | 3,833     |                      |  |             |           |         |  |              | 3,833     |             |  |                     | 36     |  |  |       |      |   |  |   | 36     |  
|Earned compensation from
Supplemental Executive
Retirement Plan /Recognition
and Retention Plan, net  |  |                                     |          |                      |  |             | 11,115     |         |  |              | 11,115    |             |  |                     |       |  |  |       | (100  | ) |  |   | (100   | )
|Common stock repurchased                                                                              |  |                                     |          |                      |  |             | (536,019   | )       |  |              | (536,019  | )           |  |                     |       |  |  |       |      |   |  |   |       |  
|Net income                                                                                            |  |                                     |          |                      |  |             |           |         |  |              |          |             |  |                     |       |  |  |       |      |   |  |   |       |  
|Total comprehensive income                                                                            |  |                                     |          |                      |  |             |           |         |  |              |          |             |  |                     |       |  |  |       |      |   |  |   |       |  
|                                                                                                      |  |                                     |           |                      |  |             |            |         |  |              |           |             |  |                     |        |  |  |       |       |   |  |   |        |  
|Balance at December 31, 2000                                                                          |  |                                     | 8,206,749 |                      |  |             | (1,546,336 | )       |  |              | 6,660,413 |             |  |                     | 56,495 |  |  |       | 625   |   |  |   | 57,120 |  
|                                                                                                      |  |                                     |           |                      |  |             |            |         |  |              |           |             |  |                     |        |  |  |       |       |   |  |   |        |  
|Issuance of common
stock-employee stock options                                                       |  |                                     | 6,000     |                      |  |             |           |         |  |              | 6,000     |             |  |                     | 74     |  |  |       |      |   |  |   | 74     |  
|Earned compensation from
Supplemental Executive
Retirement Plan /
Recognition and
Retention Plan, net |  |                                     |          |                      |  |             | 1,980      |         |  |              | 1,980     |             |  |                     |       |  |  |       | 989   |   |  |   | 989    |  
|Common stock repurchased                                                                              |  |                                     |          |                      |  |             | (809,700   | )       |  |              | (809,700  | )           |  |                     |       |  |  |       |      |   |  |   |       |  
|Net income                                                                                            |  |                                     |          |                      |  |             |           |         |  |              |          |             |  |                     |       |  |  |       |      |   |  |   |       |  
|Total comprehensive income                                                                            |  |                                     |          |                      |  |             |           |         |  |              |          |             |  |                     |       |  |  |       |      |   |  |   |       |  
|                                                                                                      |  |                                     |           |                      |  |             |            |         |  |              |           |             |  |                     |        |  |  |       |       |   |  |   |        |  
|Balance at December 31, 2001                                                                          |  |                                     | 8,212,749 |                      |  |             | (2,354,056 | )       |  |              | 5,858,693 |             |  |                     | 56,569 |  |  |       | 1,614 |   |  |   | 58,183 |  
|                                                                                                      |  |                                     |           |                      |  |             |            |         |  |              |           |             |  |                     |        |  |  |       |       |   |  |   |        |  
|Issuance of common stock-
employee stock options                                                      |  |                                     | 13,665    |                      |  |             |           |         |  |              | 13,665    |             |  |                     | 184    |  |  |       |      |   |  |   | 184    |  
|Earned compensation from
Supplemental Executive
Retirement Plan / Recognition
and Retention Plan, net |  |                                     |          |                      |  |             |           |         |  |              |          |             |  |                     |       |  |  |       | 474   |   |  |   | 474    |  
|Common stock repurchased                                                                              |  |                                     |          |                      |  |             | (93,600    | )       |  |              | (93,600   | )           |  |                     |       |  |  |       |      |   |  |   |       |  
|Net income                                                                                            |  |                                     |          |                      |  |             |           |         |  |              |          |             |  |                     |       |  |  |       |      |   |  |   |       |  
|Total comprehensive income                                                                            |  |                                     |          |                      |  |             |           |         |  |              |          |             |  |                     |       |  |  |       |      |   |  |   |       |  
|                                                                                                      |  |                                     |           |                      |  |             |            |         |  |              |           |             |  |                     |        |  |  |       |       |   |  |   |        |  
|Balance at December 31, 2002                                                                          |  |                                     | 8,226,414 |                      |  |             | (2,447,656 | )       |  |              | 5,778,758 |             |  | $                   | 56,753 |  |  | $     | 2,088 |   |  | $ | 58,841 |  
|                                                                                                      |  |                                     |           |                      |  |             |            |         |  |              |           |             |  |                     |        |  |  |       |       |   |  |   |        |  

[Additional columns below]

[Continued from above table, first column(s) repeated]

|                                                                                                      |  |                                     |         |               |  |         |      |          |  |   |         |   |  |   |         |  
|----------------------------------------------------------------------------------------------------- |  | ----------------------------------- | ------- | ------------- |  | ------- | ---- | -------- |  | - | ------- | - |  | - | ------- | -
|                                                                                                      |  | Shareholders' Equity               
|                                                                                                      |  |                                    
|                                                                                                      |  | Contributed Capital                 |         |               |  |         |      |          |  |   |         |   |  |  
|                                                                                                      |  |                                     |         | Accumulated   |  |         |      |          |  |   |         |  
|                                                                                                      |  |                                     |         |               |  | Other   |      | Treasury |  |   |         |  
|                                                                                                      |  | Retained                            |         | Comprehensive |  | Stock,  |      |          |  |  
|                                                                                                      |  | Earnings                            |         | Income (loss) |  | At Cost |      | Total   
|                                                                                                      |  |                                     |         |               |  |         |      |         
|                                                                                                      |  | (in thousands except share amounts)
|Balance at January 1, 2000                                                                            |  | $                                   | 79,478  |               |  | $       | 706  |          |  | $ | (13,673 | ) |  | $ | 123,695 |  
|                                                                                                      |  |                                     |         |               |  |         |      |          |  |   |         |   |  |   |         |  
|Issuance of common stock -
employee stock options                                                     |  |                                     |        |               |  |         |     |          |  |   |        |   |  |   | 36      |  
|Earned compensation from
Supplemental Executive
Retirement Plan /Recognition
and Retention Plan, net  |  |                                     |        |               |  |         |     |          |  |   | 100     |   |  |   |        |  
|Common stock repurchased                                                                              |  |                                     |        |               |  |         |     |          |  |   | (7,701  | ) |  |   | (7,701  | )
|Net income                                                                                            |  |                                     | 18,139  |               |  |         |     |          |  |   |        |   |  |   | 18,139  |  
|Total comprehensive income                                                                            |  |                                     |        |               |  |         | (615 | )        |  |   |        |   |  |   | (615    | )
|                                                                                                      |  |                                     |         |               |  |         |      |          |  |   |         |   |  |   |         |  
|Balance at December 31, 2000                                                                          |  |                                     | 97,617  |               |  |         | 91   |          |  |   | (21,274 | ) |  |   | 133,554 |  
|                                                                                                      |  |                                     |         |               |  |         |      |          |  |   |         |   |  |   |         |  
|Issuance of common
stock-employee stock options                                                       |  |                                     |        |               |  |         |     |          |  |   |        |   |  |   | 74      |  
|Earned compensation from
Supplemental Executive
Retirement Plan /
Recognition and
Retention Plan, net |  |                                     |        |               |  |         |     |          |  |   | 18      |   |  |   | 1,007   |  
|Common stock repurchased                                                                              |  |                                     |        |               |  |         |     |          |  |   | (14,759 | ) |  |   | (14,759 | )
|Net income                                                                                            |  |                                     | 18,151  |               |  |         |     |          |  |   |        |   |  |   | 18,151  |  
|Total comprehensive income                                                                            |  |                                     |        |               |  |         | (98  | )        |  |   |        |   |  |   | (98     | )
|                                                                                                      |  |                                     |         |               |  |         |      |          |  |   |         |   |  |   |         |  
|Balance at December 31, 2001                                                                          |  |                                     | 115,768 |               |  |         | (7   | )        |  |   | (36,015 | ) |  |   | 137,929 |  
|                                                                                                      |  |                                     |         |               |  |         |      |          |  |   |         |   |  |   |         |  
|Issuance of common stock-
employee stock options                                                      |  |                                     |        |               |  |         |     |          |  |   |        |   |  |   | 184     |  
|Earned compensation from
Supplemental Executive
Retirement Plan / Recognition
and Retention Plan, net |  |                                     |        |               |  |         |     |          |  |   |        |   |  |   | 474     |  
|Common stock repurchased                                                                              |  |                                     |        |               |  |         |     |          |  |   | (2,343  | ) |  |   | (2,343  | )
|Net income                                                                                            |  |                                     | 20,005  |               |  |         |     |          |  |   |        |   |  |   | 20,005  |  
|Total comprehensive income                                                                            |  |                                     |        |               |  |         | 442  |          |  |   |        |   |  |   | 442     |  
|                                                                                                      |  |                                     |         |               |  |         |      |          |  |   |         |   |  |   |         |  
|Balance at December 31, 2002                                                                          |  | $                                   | 135,773 |               |  | $       | 435  |          |  | $ | (38,358 | ) |  | $ | 156,691 |  
|                                                                                                      |  |                                     |         |               |  |         |      |          |  |   |         |   |  |   |         |  

[Additional columns below]

[Continued from above table, first column(s) repeated]

|                                                                                                      |  |                                     |        |                |  |                    |     |               |  |                     |      |   |  |   |        | 
|----------------------------------------------------------------------------------------------------- |  | ----------------------------------- | ------ | -------------- |  | ------------------ | --- | ------------- |  | ------------------- | ---- | - |  | - | ------ | 
|                                                                                                      |  | Comprehensive Income               
|                                                                                                      |  |                                    
|                                                                                                      |  |                                     |        |                |  |                    |     |               |  | Reclassification of |      |   |  |  
|                                                                                                      |  |                                     |        |                |  |                    |     |               |  | realized gains      |      |   |  |  
|                                                                                                      |  |                                     |        |                |  | Unrealized         |     | previously    |  |                     |      |  
|                                                                                                      |  |                                     |        |                |  | Gain (loss)        |     | recognized in |  | Total              
|                                                                                                      |  | Net                                 |        | on securities, |  | comprehensive      |     | Comprehensive
|                                                                                                      |  | Income                              |        | net of tax     |  | income, net of tax |     | Income       
|                                                                                                      |  |                                     |        |                |  |                    |     |              
|                                                                                                      |  | (in thousands except share amounts)
|Balance at January 1, 2000                                                                            |  |                                     |        |                |  |                    |     |               |  |                     |      |   |  |   |        | 
|                                                                                                      |  |                                     |        |                |  |                    |     |               |  |                     |      |   |  |   |        | 
|Issuance of common stock -
employee stock options                                                     |  |                                     |        |                |  |                    |     |               |  |                     |      |   |  |   |        | 
|Earned compensation from
Supplemental Executive
Retirement Plan /Recognition
and Retention Plan, net  |  |                                     |        |                |  |                    |     |               |  |                     |      |   |  |   |        | 
|Common stock repurchased                                                                              |  |                                     |        |                |  |                    |     |               |  |                     |      |   |  |   |        | 
|Net income                                                                                            |  |                                     |        |                |  |                    |     |               |  |                     |      |   |  |   |        | 
|Total comprehensive income                                                                            |  | $                                   | 18,139 |                |  | $                  | 232 |               |  | $                   | (847 | ) |  | $ | 17,524 | 
|                                                                                                      |  |                                     |        |                |  |                    |     |               |  |                     |      |   |  |   |        | 
|Balance at December 31, 2000                                                                          |  |                                     |        |                |  |                    |     |               |  |                     |      |   |  |   |        | 
|                                                                                                      |  |                                     |        |                |  |                    |     |               |  |                     |      |   |  |   |        | 
|Issuance of common
stock-employee stock options                                                       |  |                                     |        |                |  |                    |     |               |  |                     |      |   |  |   |        | 
|Earned compensation from
Supplemental Executive
Retirement Plan /
Recognition and
Retention Plan, net |  |                                     |        |                |  |                    |     |               |  |                     |      |   |  |   |        | 
|Common stock repurchased                                                                              |  |                                     |        |                |  |                    |     |               |  |                     |      |   |  |   |        | 
|Net income                                                                                            |  |                                     |        |                |  |                    |     |               |  |                     |      |   |  |   |        | 
|Total comprehensive income                                                                            |  |                                     | 18,151 |                |  |                    | (98 | )             |  |                     |     |   |  |   | 18,053 | 
|                                                                                                      |  |                                     |        |                |  |                    |     |               |  |                     |      |   |  |   |        | 
|Balance at December 31, 2001                                                                          |  |                                     |        |                |  |                    |     |               |  |                     |      |   |  |   |        | 
|                                                                                                      |  |                                     |        |                |  |                    |     |               |  |                     |      |   |  |   |        | 
|Issuance of common stock-
employee stock options                                                      |  |                                     |        |                |  |                    |     |               |  |                     |      |   |  |   |        | 
|Earned compensation from
Supplemental Executive
Retirement Plan / Recognition
and Retention Plan, net |  |                                     |        |                |  |                    |     |               |  |                     |      |   |  |   |        | 
|Common stock repurchased                                                                              |  |                                     |        |                |  |                    |     |               |  |                     |      |   |  |   |        | 
|Net income                                                                                            |  |                                     |        |                |  |                    |     |               |  |                     |      |   |  |   |        | 
|Total comprehensive income                                                                            |  | $                                   | 20,005 |                |  | $                  | 442 |               |  | $                   |     |   |  | $ | 20,447 | 
|                                                                                                      |  |                                     |        |                |  |                    |     |               |  |                     |      |   |  |   |        | 
|Balance at December 31, 2002                                                                          |  |                                     |        |                |  |                    |     |               |  |                     |      |   |  |   |        | 
|                                                                                                      |  |                                     |        |                |  |                    |     |               |  |                     |      |   |  |   |        | 

See accompanying notes to the consolidated financial statements.

42



---



##### Table of Contents



ITLA CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS


|                                      |                                                                                   |                                                                                 |                                           |                                                      |          |                         |         |        |          |         |         |        |          |         |        |  
|------------------------------------- | --------------------------------------------------------------------------------- | ------------------------------------------------------------------------------- | ----------------------------------------- | ---------------------------------------------------- | -------- | ----------------------- | ------- | ------ | -------- | ------- | ------- | ------ | -------- | ------- | ------ | -
|                                      |                                                                                   |                                                                                 |                                           |                                                      |          | Years Ended December 31
|                                      |                                                                                   |                                                                                 |                                           |                                                      |          |                        
|                                      |                                                                                   |                                                                                 |                                           |                                                      |          | 2002                    |         | 2001   |          | 2000   
|                                      |                                                                                   |                                                                                 |                                           |                                                      |          |                         |         |        |          |        
|                                      |                                                                                   |                                                                                 |                                           |                                                      |          | (in thousands)         
|Cash Flows From Operating Activities: |                                                                                   |                                                                                 |                                           |                                                      |          |                         |         |        |          |         |         |       
|                                      | Net Income                                                                        |                                                                                 | $                                         | 20,005                                               |          |                         | $       | 18,151 |          |         | $       | 18,139 |         
|                                      | Adjustments to reconcile net income to net cash provided by operating activities: |                                                                                 |                                           |                                                      |          |                         |         |        |          |         |         |        |         
|                                      |                                                                                   | Depreciation and amortization of premises and equipment                         |                                           |                                                      | 946      |                         |         |        | 836      |         |         |        | 796      |        
|                                      |                                                                                   | Amortization of premium on purchased loans                                      |                                           |                                                      | 1,859    |                         |         |        | 3,143    |         |         |        | 2,755    |        
|                                      |                                                                                   | Amortization of original issue discount and deferred debt issuance cost on
CMOs |                                           |                                                      | 168      |                         |         |        | 294      |         |         |        | 874      |        
|                                      |                                                                                   | Amortization of deferred loan origination fees, net of costs                    |                                           |                                                      | (1,688   | )                       |         |        | (1,333   | )       |         |        | (1,745   | )      
|                                      |                                                                                   | Provision for loan losses                                                       |                                           |                                                      | 9,030    |                         |         |        | 4,575    |         |         |        | 4,775    |        
|                                      |                                                                                   | Provision for losses on other real estate owned                                 |                                           |                                                      | 796      |                         |         |        | 269      |         |         |        | 167      |        
|                                      |                                                                                   | Gain on sale of investment securities available for sale                        |                                           |                                                      |         |                         |         |        |         |         |         |        | (1,412   | )      
|                                      |                                                                                   | (Gain) loss on sales of other real estate owned                                 |                                           |                                                      | (105     | )                       |         |        | (18      | )       |         |        | 2        |        
|                                      |                                                                                   | Decrease (increase) in interest receivable                                      |                                           |                                                      | 1,986    |                         |         |        | 677      |         |         |        | (2,466   | )      
|                                      |                                                                                   | Deferred income tax benefit                                                     |                                           |                                                      | (2,255   | )                       |         |        | (546     | )       |         |        | (1,321   | )      
|                                      |                                                                                   | Decrease (increase) in other assets                                             |                                           |                                                      | 363      |                         |         |        | 462      |         |         |        | (115     | )      
|                                      |                                                                                   | Increase (decrease) in accounts payable and other liabilities                   |                                           |                                                      | (368     | )                       |         |        | (654     | )       |         |        | (346     | )      
|                                      |                                                                                   |                                                                                 |                                           |                                                      |          |                         |         |        |          |         |         |       
|                                      |                                                                                   |                                                                                 | Net cash provided by operating activities |                                                      |          | 30,737                  |         |        |          | 25,856  |         |        |          | 20,103  |       
|                                      |                                                                                   |                                                                                 |                                           |                                                      |          |                         |         |        |          |         |         |       
|Cash Flows From Investing Activities: |                                                                                   |                                                                                 |                                           |                                                      |          |                         |         |        |          |         |         |       
|                                      |                                                                                   | Proceeds from securitization and sale of real estate loans                      |                                           |                                                      | 98,155   |                         |         |        |         |         |         |        |         |        
|                                      |                                                                                   | Purchases of investment securities available for sale                           |                                           |                                                      | (102,462 | )                       |         |        | (45,400  | )       |         |        | (17,998  | )      
|                                      |                                                                                   | Proceeds from the maturity of investment securities available for sale          |                                           |                                                      | 78,705   |                         |         |        | 62,260   |         |         |        | 15,000   |        
|                                      |                                                                                   | Proceeds from the sale of investment securities for sale                        |                                           |                                                      |         |                         |         |        |         |         |         |        | 16,176   |        
|                                      |                                                                                   | Purchase of CRA investment                                                      |                                           |                                                      |         |                         |         |        |         |         |         |        | (4,766   | )      
|                                      |                                                                                   | (Increase) decrease in stock in Federal Home Loan Bank                          |                                           |                                                      | (3,470   | )                       |         |        | (9,160   | )       |         |        | 4,931    |        
|                                      |                                                                                   | Cash paid to acquire ICCMAC Multifamily and Commercial Trust 1999-1             |                                           |                                                      |         |                         |         |        |         |         |         |        | (51,069  | )      
|                                      |                                                                                   | Purchase of loans                                                               |                                           |                                                      | (90,909  | )                       |         |        | (207,400 | )       |         |        | (189,889 | )      
|                                      |                                                                                   | (Increase) decrease in loans, net                                               |                                           |                                                      | (84,889  | )                       |         |        | 108,493  |         |         |        | 75,264   |        
|                                      |                                                                                   | Repayment of real estate loans held in trust                                    |                                           |                                                      | 38,896   |                         |         |        | 47,927   |         |         |        | 41,264   |        
|                                      |                                                                                   | Proceeds from sale of real estate loans                                         |                                           |                                                      |         |                         |         |        | 755      |         |         |        | 12,720   |        
|                                      |                                                                                   | Proceeds from sale of other real estate owned                                   |                                           |                                                      | 3,972    |                         |         |        | 5,687    |         |         |        | 1,685    |        
|                                      |                                                                                   | Cash paid for capital expenditures                                              |                                           |                                                      | (2,859   | )                       |         |        | (752     | )       |         |        | (798     | )      
|                                      |                                                                                   | Cash paid to acquire LHO, net                                                   |                                           |                                                      | (93,042  | )                       |         |        |         |         |         |        |         |        
|                                      |                                                                                   | Cash paid to acquire Asahi Bank of California, net                              |                                           |                                                      | (14,872  | )                       |         |        |         |         |         |        |         |        
|                                      |                                                                                   | Other, net                                                                      |                                           |                                                      |         |                         |         |        | (331     | )       |         |        | 33       |        
|                                      |                                                                                   |                                                                                 |                                           |                                                      |          |                         |         |        |          |         |         |       
|                                      |                                                                                   |                                                                                 | Net cash used in investing activities     |                                                      |          | (172,775                | )       |        |          | (37,921 | )       |        |          | (97,447 | )     
|                                      |                                                                                   |                                                                                 |                                           |                                                      |          |                         |         |        |          |         |         |       
|Cash Flows From Financing Activities: |                                                                                   |                                                                                 |                                           |                                                      |          |                         |         |        |          |         |         |       
|                                      |                                                                                   | Proceeds from exercise of employee stock options                                |                                           |                                                      | 184      |                         |         |        | 74       |         |         |        | 36       |        
|                                      |                                                                                   | Cash paid to acquire treasury stock                                             |                                           |                                                      | (2,343   | )                       |         |        | (14,759  | )       |         |        | (7,701   | )      
|                                      |                                                                                   | Repayment of Asahi repurchase agreement, net                                    |                                           |                                                      | (14,693  | )                       |         |        |         |         |         |        |         |        
|                                      |                                                                                   | Proceeds from issuance of trust preferred securities                            |                                           |                                                      | 53,348   |                         |         |        | 14,549   |         |         |        | 13,580   |        
|                                      |                                                                                   | Principal payments on collateralized mortgage obligations                       |                                           |                                                      | (40,739  | )                       |         |        | (52,498  | )       |         |        | (43,949  | )      
|                                      |                                                                                   | Net increase (decrease) in deposit accounts                                     |                                           |                                                      | 103,488  |                         |         |        | (62,045  | )       |         |        | 102,086  |        
|                                      |                                                                                   | Net proceeds from borrowings from the Federal Home Loan Bank                    |                                           |                                                      | 69,400   |                         |         |        | 190,035  |         |         |        | 12,000   |        
|                                      |                                                                                   |                                                                                 |                                           |                                                      |          |                         |         |        |          |         |         |       
|                                      |                                                                                   |                                                                                 | Net cash provided by financing activities |                                                      |          | 168,645                 |         |        |          | 75,356  |         |        |          | 76,052  |       
|                                      |                                                                                   |                                                                                 |                                           |                                                      |          |                         |         |        |          |         |         |       
|                                      |                                                                                   |                                                                                 |                                           | Net increase (decrease) in cash and cash equivalents |          |                         | 26,607  |        |          |         | 63,291  |        |          |         | (1,292 | )
|                                      |                                                                                   |                                                                                 |                                           | Cash and cash equivalents, beginning of period       |          |                         | 134,241 |        |          |         | 70,950  |        |          |         | 72,242 |  
|                                      |                                                                                   |                                                                                 |                                           |                                                      |          |                         |         |        |          |         |         |       
|                                      |                                                                                   |                                                                                 |                                           | Cash and cash equivalents, end of period             |          | $                       | 160,848 |        |          | $       | 134,241 |        |          | $       | 70,950 |  
|                                      |                                                                                   |                                                                                 |                                           |                                                      |          |                         |         |        |          |         |         |       
|Supplemental Cash Flow Information:   |                                                                                   |                                                                                 |                                           |                                                      |          |                         |         |        |          |         |         |       
|                                      |                                                                                   | Cash paid during the period for interest                                        |                                           | $                                                    | 36,753   |                         |         | $      | 65,073   |         |         | $      | 68,625   |        
|                                      |                                                                                   | Cash paid during the period for income taxes                                    |                                           | $                                                    | 15,247   |                         |         | $      | 9,750    |         |         | $      | 13,550   |        
|Non-cash Investing Transactions:      |                                                                                   |                                                                                 |                                           |                                                      |          |                         |         |        |          |         |         |       
|                                      |                                                                                   | Loans transferred to other real estate owned                                    |                                           | $                                                    | 3,515    |                         |         | $      | 16,961   |         |         | $      | 3,063    |        
|                                      |                                                                                   | Loans to facilitate the sale of other real estate owned                         |                                           | $                                                    | 2,860    |                         |         | $      | 2,050    |         |         | $      |         |        

See accompanying notes to the consolidated financial statements.

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ITLA CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2002, 2001, AND 2000

NOTE 1ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization- ITLA Capital Corporation and Subsidiaries (ITLA Capital,
or the Company) is primarily engaged in the origination of real estate loans
secured by income producing real estate, and to a lesser extent the origination
of franchise, tax refund anticipation, private label commercial revolving
credit loans and film finance loans. Through our principal operating
subsidiary, Imperial Capital Bank (Imperial or the Bank), the Company
accepts deposits insured by the Federal Deposit Insurance Corporation (FDIC)
which are used primarily to fund the investment in variable rate loans. During
2000, the Company acquired 100 percent of the equity and certain collateralized
mortgage obligations (CMOs) of the ICCMAC Multifamily and Commercial Trust
1999-1 (the ICCMAC Trust), through our Imperial Capital Real Estate
Investment Trust (Imperial Capital REIT) subsidiary. Additionally, in 2002 we
formed ITLA Capital Statutory Trust III (the Trust Preferred III), ITLA
Capital Statutory Trust IV (the Trust Preferred IV), and ITLA Capital
Statutory Trust V (the Trust Preferred V), and in 2001 and 2000,
we formed ITLA Capital Statutory Trust II (the Trust Preferred
II) and ITLA Capital Statutory Trust I (the Trust Preferred I),
respectively. The Trusts were established as subsidiaries whose sole purpose
was to issue Guaranteed Preferred Beneficial Interests in the Companys Junior
Subordinated Deferrable Interest Debentures (the Trust Preferred securities).

During 2002, the Company formed ITLA Mortgage Loan Securitization 2002-1,
LLC, a limited liability company to issue certain asset-backed notes in
connection with the securitization of the Companys performing residential loan
portfolio.

In November 2002, the Company entered into a strategic business
relationship with various subsidiaries of Household International, Inc.
(Household) relating to certain tax refund products. In connection with this
relationship, the Bank originates tax refund anticipation loans and sells
Household a non-recourse participation interest representing substantially all
of the outstanding loan balance. Under the agreement, Household supports the
Banks credit administration, compliance, treasury, and accounting functions
with a range of services relating to the origination process, and services the
loans on behalf of the Bank. Substantially all of the tax refund lending
volume is generated during the first quarter of the year. The tax refund
agreement is for a four-year term, with substantial break-up fees to apply in
the event that Household terminates the agreement during the first two years of
the agreement.

The Company also entered into an agreement in December, 2002 with
Household pursuant to which the Bank originates relatively small private label
commercial revolving credit loans to small businesses. This agreement is for a
two year term. These loans are used primarily to fund purchases from major
retailers. Pursuant to this agreement, the Bank sells Household a non-recourse
participation interest representing substantially all of the outstanding loan
balance.

As of December 31, 2002, the Bank had no tax refund anticipation loans
outstanding and $4.2 million of private label commercial revolving loans
outstanding.

Imperial began operating as a California industrial bank since 1974, and
became a publicly traded company in October 1995, when its shares were sold in
an initial public offering. Imperial operates six deposit branches in
California. From its formation in 1974 until December 31, 1999, Imperial
operated under the name Imperial Thrift and Loan Association. Effective
January 1, 2000, Imperial changed its name to Imperial Capital Bank.

In December 2002, the Bank received regulatory approval to convert to a
California state chartered commercial bank from a California industrial bank.
In addition, ITLA Capital was approved by the Federal Reserve Bank to become a
bank holding company. The Bank began operating as a commercial bank in January
2003.

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ITLA CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2002, 2001, AND 2000

NOTE 1ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

Financial Statement Presentation The accounting and reporting policies
of the Company conform to accounting principles generally accepted in the
United States (GAAP) and to prevailing practices within the financial
services industry. The consolidated financial statements include the accounts
of the Company and its wholly-owned subsidiaries. All material intercompany
transactions and balances have been eliminated. Certain amounts in prior
periods have been reclassified to conform to the presentation in the current
period. The preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

Cash and Cash Equivalents We consider all highly liquid investments with
original maturities of three months or less when purchased to be cash
equivalents.

Investment Securities Investment securities available for sale are
carried at fair value with unrealized gains or losses reported net of taxes as
a component of other comprehensive income (loss) until realized. Realized
gains and losses are determined using the specific identification method.

Loans Loans, which include real estate loans, franchise loans, film
finance loans, commercial revolving credit loans and real estate loans held in
trust, are generally carried at principal amounts outstanding plus purchase
premiums, less charge-offs, net deferred loan origination fees and other
unearned income. Deferred loan origination fees and other unearned income
include deferred unamortized fees net of direct incremental loan origination
costs. Interest income is accrued as earned. Net purchase premiums or
discounts and deferred loan origination fees are amortized or accreted into
interest income using the interest method.

Loans are placed on nonaccrual status when they become 90 days or more
contractually delinquent, or earlier if the collection of interest is
considered by management to be unlikely. When a loan is placed on nonaccrual
status, all previously accrued but uncollected interest is reversed against
current period operating results. Subsequent cash collections on nonaccrual
loans are either recognized as interest income on a cash basis if the loan is
well secured and in managements judgment the net book value is fully
collectible, or recorded as a reduction of principal.

Loans are considered impaired when, based upon current information and
events, it is probable that the Company will be unable to collect all principal
and interest amounts due according to the original contractual terms of the
loan agreement on a timely basis. The Company evaluates impairment on a
loan-by-loan basis. Once a loan is determined to be impaired, the impairment
is measured based on the present value of the expected future cash flows
discounted at the loans effective interest rate or by using the loans most
recent market price or the fair value of the collateral if the loan is
collateral dependent.

When the measurement of an impaired loan is less than the recorded amount
of the loan, a valuation allowance is established by recording a charge to the
provision for loan losses. Subsequent increases or decreases in the valuation
allowance for impaired loans are recorded by adjusting the existing valuation
allowance for the impaired loan with a corresponding charge or credit to the
provision for loan losses.

Our policy for recognizing interest income on impaired loans is the same
as that for nonaccrual loans.

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ITLA CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2002, 2001, AND 2000

NOTE 1ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

Allowance for Loan Losses- We maintain an allowance for loan losses at a
level considered adequate to cover probable losses on loans. In evaluating the
adequacy of the allowance for loan losses, management estimates the amount of
the loss for each loan that has been identified as having more than standard
credit risk. Those estimates give consideration to, among other factors,
economic conditions, estimated real estate collateral value and cash flow, and
the financial strength and commitment of the borrower or guarantors, where
appropriate. Additionally, an estimate for loan loss is calculated for the
remaining portion of the portfolio giving consideration to the Companys
historical loss experience in the portfolio, adjusted, as appropriate, for the
estimated effects of current economic conditions and changes in the composition
of the loan portfolio over time. Loan losses are charged against the allowance
when management believes the uncollectibility of a loan balance, or portion
thereof, has been confirmed.

Other Real Estate Owned-Other real estate owned (OREO) represents real
estate acquired through or in lieu of foreclosure. OREO is held for sale and
is initially recorded at fair value less estimated costs of disposition at the
date of foreclosure, establishing a new cost basis. Subsequent to foreclosure,
valuations are periodically performed by management and the assets are carried
at the lower of cost or estimated fair value less costs of disposition. The
net operating results from OREO are recognized as non-interest expense.

Premises and Equipment Premises and equipment are recorded at cost, less
accumulated depreciation and amortization. Depreciation is calculated on the
straight-line method over the estimated useful lives of the assets ranging from
three to twelve years. Amortization of leasehold improvements is calculated on
the straight-line method over the shorter of the estimated useful lives of the
assets or the corresponding lease term.

Goodwill The Company adopted SFAS No. 142, Goodwill and Other
Intangible Assets, on January 1, 2002. The adoption of SFAS No. 142 ceases
the current amortization of goodwill and will instead be subject to at least an
annual assessment for impairment by applying a fair-value-based test. As of
December 31, 2001, the Company did not have any goodwill or material
identifiable intangible assets. In connection with acquisitions discussed in
Note 2, the Company recognized approximately $3.1 million of goodwill. In
accordance with SFAS No. 142, the Company will assess the goodwill for
impairment on an annual basis, or on an interim basis if events or
circumstances indicate the fair value of the goodwill has decreased below its
carrying value. During 2002, the Company evaluated its goodwill, in accordance
with SFAS No. 142, and determined that no impairment was required.

Income Taxes Provision for income taxes is the amount of estimated tax
due reported on our tax returns and the change in the amount of deferred tax
assets and liabilities. Deferred income taxes represent the estimated net
income tax expense payable (or benefits receivable) for temporary differences
between the carrying amounts for financial reporting purposes and the amounts
used for tax purposes.

Earnings Per Share- Earnings per share (EPS) for all periods presented
in the consolidated statements of income are computed in accordance with the
provisions of Statement of Financial Accounting Standards (SFAS) No. 128 -
Earnings Per Share, and are based on the weighted-average number of shares
outstanding during each year. Basic EPS excludes dilution and is computed by
dividing income available to common shareholders by the weighted-average number
of common shares outstanding during the period. Diluted EPS includes the
effect of common stock equivalents of the Company, which include only shares
issuable on the exercise of outstanding options. A reconciliation of the
computation of Basic EPS and Diluted EPS is presented in Note 19  Earnings Per
Share.

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ITLA CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2002, 2001, AND 2000

NOTE 1ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

Stock-Based Compensation Stock-based compensation plan is accounted for
in accordance with Accounting Principles Board (APB) Opinion No. 25 -
Accounting for Stock Issued to Employees. Under APB Opinion No. 25, no
compensation expense is recognized for a stock option grant if the exercise
price of the stock option at measurement date is equal to or greater than the
fair market value of the common stock on the date of grant. Accordingly, Note
14  Benefit Plans discloses the pro forma effect on net income and earnings
per share as if the Company had elected to recognize compensation expense for
the stock options granted.

Comprehensive Income- Comprehensive income is displayed in the
Consolidated Statements of Changes in Shareholders Equity and consists
entirely of the change in net unrealized holding gain or loss on securities
classified as available for sale, net of the related income tax effect.

New Accounting Pronouncements In June 2001, the FASB issued SFAS No.
141, Business Combinations. The Company was required to adopt SFAS No. 141
upon issuance. As such, all business combinations after that date must be
accounted for as purchase transactions. The adoption of this Statement did not
have a material effect on the Companys financial position or results of
operations.

In August 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets. This statement addresses
financial accounting and reporting for the impairment or disposal of long-lived
assets and supercedes or amends previous pronouncements including SFAS No. 121,
Accounting Principles Board Opinion No. 30, and Accounting Research Board No.
51. The Company adopted this statement on January 1, 2002. The adoption of
this statement did not have a material effect on the Companys financial
position or results of operations.

In June 2002, the FASB issued SFAS No. 146, Accounting for Costs
Associated with Exit or Disposal Activities, which addresses accounting for
restructuring and similar costs. SFAS No. 146 supersedes previous accounting
guidance, principally Emerging Issues Task Force (EITF) Issue No. 94-3. The
Company will adopt the provisions of SFAS No. 146 for restructuring activities
initiated after December 31, 2002. SFAS No. 146 requires that the liability for
costs associated with an exit or disposal activity be recognized when the
liability is incurred. Under EITF No. 94-3, a liability for an exit cost was
recognized at the date of a companys commitment to an exit plan. SFAS No. 146
also establishes that the liability should initially be measured and recorded
at fair value. The adoption of this statement will not have a material impact
on the Companys financial position or results of operations.

In December 2002, the FASB issued SFAS No. 148, Accounting for
Stock-Based Compensation-Transition and Disclosure. This Statement amends SFAS
No. 123, Accounting for Stock-Based Compensation, and APB Opinion No. 28,
Interim Financial Reporting, to provide alternative methods of transition for
a voluntary change to the fair value based method of accounting for stock-based
employee compensation. This Statement does not require any change from the
method currently used by the Company to account for stock-based compensation,
but does require more prominent disclosure in the annual and interim financial
statements about the method of accounting for such compensation and the effect
of the method used on reported results. This Statement was effective for years
ending after December 15, 2002. The Company has adopted the disclosure
provisions of SFAS No. 148 in the accompanying consolidated financial
statements.

The FASB has issued Interpretation No. 45, Guarantors Accounting and
Disclosure Requirements for Guarantees, including Indirect Guarantees of
Indebtedness of Others, an interpretation of SFAS No.s 5, 57 and 107 and
rescission of FASB Interpretation No. 34. This Interpretation elaborates on the
disclosures to be made by a guarantor in its interim and annual financial
statements about its obligations under certain guarantees that it has issued.
It also clarifies that a guarantor is required to recognize, at the inception
of a guarantee, a liability for the fair value of the obligation undertaken in
issuing the guarantee. The initial recognition and measurement provisions of
this Interpretation are applicable on a prospective basis to guarantees issued
or modified after December 31, 2002. Implementation of these provisions of the
Interpretation is not expected to have a material impact on the Companys
consolidated financial statements. The disclosure requirements of the
Interpretation are effective for financial statements for December 31, 2002,
with no additional disclosure required.

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ITLA CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2002, 2001, AND 2000

NOTE 2  ACQUISITIONS

In February 2002, the Bank acquired Asahi Bank of California, a wholly
owned subsidiary of Asahi Bank Ltd  Japan, for approximately $14.9 million.
The acquisition was structured as a statutory merger of Asahi Bank of
California into the Bank. On the date of acquisition, Asahi Bank of California
had total assets of approximately $50.0 million, including $35.0 million of
commercial real estate and business loans and $15.0 million of cash and
securities which were acquired by the Bank at the closing of the transaction.
The Bank recorded $2.3 million of goodwill in connection with this acquisition.
The purpose of this acquisition was to expand the Banks customer base and to
obtain certain commercial banking systems and technology.

On October 25, 2002, the Company acquired the operating assets and the
film finance loan portfolio of The Lewis Horwitz Organization (LHO) in an all
cash transaction valued at approximately $93.0 million. The Bank recorded $0.8
million of goodwill in connection with this acquisition. LHO is a lender to
the independent film and television production industry. LHO operates as a
division of the Bank. The purpose of this acquisition was to diversify the
Banks lending products and expand its customer base.

These acquisitions were accounted for in accordance with SFAS No. 141. The
results of operations related to these entities are included in the
consolidated statements of income from the date of each respective acquisition.

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ITLA CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2002, 2001, AND 2000

NOTE 3INVESTMENT SECURITIES

The amortized cost and fair value of investment securities as of December
31, 2002 and 2001 are as follows:

|                   |                                           |                                        |                                                |   |                |        |       |   |        |        |        |   |                  |     |  |   |    |    | 
|------------------ | ----------------------------------------- | -------------------------------------- | ---------------------------------------------- | - | -------------- | ------ | ----- | - | ------ | ------ | ------ | - | ---------------- | --- |  | - | -- | -- | 
|                   |                                           |                                        |                                                |   |                |        |       |   |        |        |        |   | Gross Unrealized
|                   |                                           |                                        |                                                |   | Amortized      |        | Fair  |   |       
|                   |                                           |                                        |                                                |   | Cost           |        | Value |   | Gains  |        | Losses
|                   |                                           |                                        |                                                |   |                |        |       |   |        |        |       
|                   |                                           |                                        |                                                |   | (in thousands)
|December 31, 2002: |                                           |                                        |                                                |   |                |        |       |   |        |        |        |   |                  |     |  |  
|                   | Investment securities available for sale: |                                        |                                                |   |                |        |       |   |        |        |        |   |                  |     |  |   |   
|                   |                                           | U.S. Government Agency                 |                                                | $ | 48,698         |        |       | $ | 48,986 |        |        | $ | 353              |     |  | $ | 65 |   
|                   |                                           | Residual interest in securitized loans |                                                |   | 5,305          |        |       |   | 5,619  |        |        |   | 314              |     |  |   |   |   
|                   |                                           | Equity securities                      |                                                |   | 25             |        |       |   | 72     |        |        |   | 62               |     |  |   | 15 |   
|                   |                                           |                                        |                                                |   |                |        |       |   |        |        |        |   |                  |     |  |  
|                   |                                           |                                        | Total investment securities
available for sale |   | $              | 54,028 |       |   | $      | 54,677 |        |   | $                | 729 |  |   | $  | 80 | 
|                   |                                           |                                        |                                                |   |                |        |       |   |        |        |        |   |                  |     |  |  
|December 31, 2001: |                                           |                                        |                                                |   |                |        |       |   |        |        |        |   |                  |     |  |  
|                   | Investment securities available for sale: |                                        |                                                |   |                |        |       |   |        |        |        |   |                  |     |  |   |   
|                   |                                           | U.S. Government Agency                 |                                                | $ | 29,409         |        |       | $ | 29,403 |        |        | $ |                 |     |  | $ | 6  |   
|                   |                                           | Equity securities                      |                                                |   | 14             |        |       |   | 8      |        |        |   |                 |     |  |   | 6  |   
|                   |                                           |                                        |                                                |   |                |        |       |   |        |        |        |   |                  |     |  |  
|                   |                                           |                                        | Total investment securities
available for sale |   | $              | 29,423 |       |   | $      | 29,411 |        |   | $                |    |  |   | $  | 12 | 
|                   |                                           |                                        |                                                |   |                |        |       |   |        |        |        |   |                  |     |  |  

At December 31, 2002, the carrying value of U.S. government agency
securities available for sale consisted of $14.1 million of securities that
mature within three years with an average yield of 4.20%, and $34.6 million of
securities that mature after three but within five years with an average yield
of 4.62%. The $14.1 million of securities that mature within three years are
callable as follows: $3.0 million in February 2003, $2.0 million in March 2003,
$2.0 million in May 2003, and $7.1 million in June 2003. The $34.6 million of
securities that mature after three but within five years are callable as
follows: $3.9 million are callable in February 2003, $6.1 million are callable
in April 2003, $3.0 million are callable in May 2003, $2.1 million are callable
in June 2003, $9.1 million are callable in August 2003, $3.0 million are
callable in October 2003, and $7.4 million are callable in November 2003.

At December 31, 2001, the carrying value of U.S. government agency
securities available for sale consisted of $9.5 million of securities that
mature within three years with an average yield of 3.83%, and $19.9 million of
securities that mature after three but within five years with an average yield
of 4.39%. The $9.5 million of securities that mature within three years are
callable as follows: $3.5 million in February 2002 and $6.0 million in March
2002. The $19.9 million of securities that mature after three but within five
years are callable as follows: $9.9 million are callable in January 2002, $4.0
million are callable in February 2002, and the $6.0 million are callable in
March 2002. During the first quarter of 2002, we have had $7.0 million of U.
S. government securities called at par by the issuer of the respective
securities.

During 2002 and 2001, no securities were sold prior to their maturity or
call date.

There were no gross realized gains or losses on investment securities for
the years ended December 31, 2002 and 2001. There were $1.4 million gross
realized gains and no gross realized losses for the year ended December 31,
2000.

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ITLA CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2002, 2001, AND 2000

NOTE 4LOANS

Loans are held in the Banks portfolio and consist of the following:

|                                             |  |                |           |      |  |   |           |  
|-------------------------------------------- |  | -------------- | --------- | ---- |  | - | --------- | -
|                                             |  | December 31,  
|                                             |  |               
|                                             |  | 2002           |           | 2001
|                                             |  |                |           |     
|                                             |  | (in thousands)
|Real estate loans                            |  | $              | 1,069,434 |      |  | $ | 1,032,968 |  
|Construction loans                           |  |                | 101,422   |      |  |   | 54,129    |  
|Film finance loans                           |  |                | 119,283   |      |  |   |          |  
|Franchise loans                              |  |                | 54,672    |      |  |   | 57,618    |  
|Commercial and other loans                   |  |                | 4,314     |      |  |   |          |  
|                                             |  |                |           |      |  |   |           |  
|                                             |  |                | 1,349,125 |      |  |   | 1,144,715 |  
|                                             |  |                |           |      |  |   |           |  
|Unamortized premium                          |  |                | 3,858     |      |  |   | 4,406     |  
|Deferred loan origination fees, net of costs |  |                | (5,604    | )    |  |   | (2,029    | )
|                                             |  |                |           |      |  |   |           |  
|                                             |  |                | 1,347,379 |      |  |   | 1,147,092 |  
|Allowance for loan losses                    |  |                | (31,081   | )    |  |   | (24,722   | )
|                                             |  |                |           |      |  |   |           |  
|                                             |  | $              | 1,316,298 |      |  | $ | 1,122,370 |  
|                                             |  |                |           |      |  |   |           |  

At December 31, 2002, approximately 92.1%, 7.7% and 0.2% of the Banks
loans collateralized by real estate are secured by income producing properties,
properties under development and residential one-to-four family properties,
respectively. At December 31, 2002, approximately 73.1% of our loans secured
by real estate were collateralized by properties located in California.

At December 31, 2001, approximately 84.5%, 5.4% and 10.1% of the Banks
loans collateralized by real estate are secured by income producing properties,
properties under development and residential one-to-four family properties,
respectively. At December 31, 2001, approximately 75.0% of our loans secured
by real estate were collateralized by properties located in California.

At December 31, 2002 and 2001, approximately $606.9 million and $549.9
million, respectively, of loans were pledged to secure a line of credit at the
Federal Home Loan Bank (FHLB) of San Francisco.

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ITLA CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2002, 2001, AND 2000

NOTE 4LOANS(Continued)

The following is the activity in the allowance for loan losses on loans
for the periods indicated.

|                             |                                   |                    |                   |                 |        |                                            |        |       |        |        |        |       |        |        |        |  
|---------------------------- | --------------------------------- | ------------------ | ----------------- | --------------- | ------ | ------------------------------------------ | ------ | ----- | ------ | ------ | ------ | ----- | ------ | ------ | ------ | -
|                             |                                   |                    |                   |                 |        | As of and for the Years Ended December 31,
|                             |                                   |                    |                   |                 |        |                                           
|                             |                                   |                    |                   |                 |        | 2002                                       |        | 2001  |        | 2000  
|                             |                                   |                    |                   |                 |        |                                            |        |       |        |       
|                             |                                   |                    |                   |                 |        | (In thousands)                            
|Balance at beginning of year |                                   | $                  | 24,722            |                 |        | $                                          | 22,608 |       |        | $      | 19,895 |      
|                             | Provision for loan losses         |                    |                   | 9,030           |        |                                            |        | 7,225 |        |        |        | 4,775 |       
|                             | Additions related to acquisitions |                    |                   | 2,048           |        |                                            |        |      |        |        |        |      |       
|                             | Charge-offs:                      |                    |                   |                 |        |                                            |        |       |        |        |        |       |       
|                             |                                   | Real estate loans  |                   |                 | (4,730 | )                                          |        |       | (2,845 | )      |        |       | (1,453 | )     
|                             |                                   | Construction loans |                   |                 |       |                                            |        |       | (2,419 | )      |        |       | (1,000 | )     
|                             |                                   |                    |                   |                 |        |                                            |        |       |        |        |        |      
|                             |                                   |                    | Total charge-offs |                 |        | (4,730                                     | )      |       |        | (5,264 | )      |       |        | (2,453 | )     
|                             |                                   |                    |                   |                 |        |                                            |        |       |        |        |        |      
|                             | Recoveries-                       |                    |                   |                 |        |                                            |        |       |        |        |        |       |       
|                             |                                   | Real estate loans  |                   |                 | 11     |                                            |        |       | 153    |        |        |       | 391    |       
|                             |                                   |                    |                   |                 |        |                                            |        |       |        |        |        |      
|                             |                                   |                    | Total recoveries  |                 |        | 11                                         |        |       |        | 153    |        |       |        | 391    |       
|                             |                                   |                    |                   |                 |        |                                            |        |       |        |        |        |      
|                             |                                   |                    |                   | Net charge-offs |        |                                            | (4,719 | )     |        |        | (5,111 | )     |        |        | (2,062 | )
|                             |                                   |                    |                   |                 |        |                                            |        |       |        |        |        |      
|Balance at end of year       |                                   | $                  | 31,081            |                 |        | $                                          | 24,722 |       |        | $      | 22,608 |      
|                             |                                   |                    |                   |                 |        |                                            |        |       |        |        |        |      

As of December 31, 2002 and 2001, the accrual of income had been suspended
on approximately $5.9 million and $15.3 million, respectively, of loans secured
by real estate. Interest income that was contractually due on loans that were
on nonaccrual status that was not recognized during the years ended December
31, 2002, 2001 and 2000 was approximately $941,000, $2.1 million and $679,000,
respectively.

As of December 31, 2002 and 2001, restructured loans totaled $7.9 million
and $3.8 million, respectively. There were no related commitments to lend
additional funds on restructured loans. For the years ended December 31, 2002,
2001 and 2000, $905,000, $376,000 and $826,000, respectively, of gross interest
income would have been recorded had the loans been current in accordance with
their original terms compared to $796,000, $340,000 and $780,000, respectively,
of interest income which was included in net income for the same periods. The
average yield on restructured loans was 8.05% at December 31, 2002.

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ITLA CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2002, 2001, AND 2000

NOTE 4LOANS(Continued)

The Banks recorded investment in impaired loans, and the related
valuation allowance, were as follows:

|                                |                      |   |                   |        |                   |   |            |       |           |   |        |        |  |   |     |     | 
|------------------------------- | -------------------- | - | ----------------- | ------ | ----------------- | - | ---------- | ----- | --------- | - | ------ | ------ |  | - | --- | --- | 
|                                |                      |   | December 31, 2002 |        | December 31, 2001
|                                |                      |   |                   |        |                  
|                                |                      |   | Recorded          |        | Valuation         |   | Recorded   |       | Valuation
|                                |                      |   | Investment        |        | Allowance         |   | Investment |       | Allowance
|                                |                      |   |                   |        |                   |   |            |       |          
|                                |                      |   | (in thousands)    |        | (in thousands)   
|                                |                      |   |                   |        |                  
|Valuation allowance required    |                      | $ | 7,251             |        |                   | $ | 1,622      |       |           | $ | 1,600  |        |  | $ | 506 |    
|No valuation allowance required |                      |   | 8,702             |        |                   |   |           |       |           |   | 15,111 |        |  |   |    |    
|                                |                      |   |                   |        |                   |   |            |       |           |   |        |        |  |   |     |    
|                                | Total impaired loans |   | $                 | 15,953 |                   |   | $          | 1,622 |           |   | $      | 16,711 |  |   | $   | 506 | 
|                                |                      |   |                   |        |                   |   |            |       |           |   |        |        |  |   |     |    

$5.9 million of the impaired loans with a valuation allowance were on nonaccrual status at
December 31, 2002. The average recorded investment in impaired loans for the
years ended December 31, 2002, 2001 and 2000 was $11.6 million, $26.0 million
and $13.4 million, respectively. Interest income recognized on impaired loans
for the years ended December 31, 2002, 2001 and 2000 was $375,000, $89,000 and
$368,000, respectively.

Loans having carrying values of $3.5 million and $17.0 million were
transferred to OREO in 2002 and 2001, respectively.

NOTE 5ICCMAC MULTIFAMILY AND COMMERCIAL TRUST 1999-1

Real estate loans held in trust consisted of the following:

|                          |  |                |         |      |  |   |         |  
|------------------------- |  | -------------- | ------- | ---- |  | - | ------- | -
|                          |  | December 31,  
|                          |  |               
|                          |  | 2002           |         | 2001
|                          |  |                |         |     
|                          |  | (in thousands)
|Real estate loans         |  | $              | 119,824 |      |  | $ | 158,720 |  
|Unamortized premium       |  |                | 4,040   |      |  |   | 5,366   |  
|                          |  |                |         |      |  |   |         |  
|                          |  |                | 123,864 |      |  |   | 164,086 |  
|Allowance for loan losses |  |                | (1,928  | )    |  |   | (1,928  | )
|                          |  |                |         |      |  |   |         |  
|                          |  | $              | 121,936 |      |  | $ | 162,158 |  
|                          |  |                |         |      |  |   |         |  

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ITLA CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2002, 2001, AND 2000

NOTE 5ICCMAC MULTIFAMILY AND
COMMERCIAL TRUST 1999-1 (Continued)

The following is the activity in the allowance for loan losses relating to
real estate loans held in the ICCMAC Trust as follows:

|                                      |  |                |       |      |  |   |        |  
|------------------------------------- |  | -------------- | ----- | ---- |  | - | ------ | -
|                                      |  | December 31,  
|                                      |  |               
|                                      |  | 2002           |       | 2001
|                                      |  |                |       |     
|                                      |  | (in thousands)
|Balance at beginning of year          |  | $              | 1,928 |      |  | $ | 4,578  |  
|Reversal of provision for loan losses |  |                |      |      |  |   | (2,650 | )
|Charge-offs                           |  |                |      |      |  |   |       |  
|                                      |  |                |       |      |  |   |        |  
|Balance at end of year                |  | $              | 1,928 |      |  | $ | 1,928  |  
|                                      |  |                |       |      |  |   |        |  

At December 31, 2002 and 2001, the recorded investment in impaired loans
of the ICCMAC Trust was $233,000 and $329,000, respectively. There was no
valuation allowance required on these loans. The average recorded investment
in impaired real estate loans of the ICCMAC Trust was $345,000 and $510,000 at
December 31, 2002 and 2001. There was no interest income recognized on these
impaired loans for the years ended December 31, 2002 and 2001.

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ITLA CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2002, 2001, AND 2000

The following is a summary of the outstanding CMOs of the ICCMAC Trust:

|                     |  |              |        |                           |  |               |         |        |  |  |             |      |     |  |     |   |  | 
|-------------------- |  | ------------ | ------ | ------------------------- |  | ------------- | ------- | ------ |  |  | ----------- | ---- | --- |  | --- | - |  | 
|                     |  |              |        | Recorded Amount           |  | Interest Rate |         |        |  | 
|Class                |  | December 31, |        | Margin over 6 month LIBOR |  | Rating       
|                     |  |              |        |                           |  |              
|                     |  |              |        | 2002                      |  | 2001          |         |        |  |  |             |      |     | 
|                     |  |              |        |                           |  |               |         |        |  |  |             |      |     | 
|                     |  |              |        | (in thousands)            |  |               |         |        |  |  |             |     
|A-2                  |  |              | $      | 24,015                    |  |               | $       | 63,134 |  |  |             | 0.42 | %   |  | AAA
|S                    |  |              |        | 1,511                     |  |               |         | 3,130  |  |  | zero coupon |      | AAA
|A-3                  |  |              |        | 17,447                    |  |               |         | 17,447 |  |  |             | 0.60 | %   |  | AAA
|B                    |  |              |        | 11,631                    |  |               |         | 11,631 |  |  |             | 0.88 | %   |  | AA 
|C                    |  |              |        | 14,539                    |  |               |         | 14,539 |  |  |             | 1.55 | %   |  |     | A | 
|                     |  |              |        |                           |  |               |         |        |  |  |             |      |     |  |     |  
|                     |  |              | 69,143 |                           |  |               | 109,881 |        |  |  |             |      |     |  |     |  
|Unamortized Discount |  |              | (66    | )                         |  |               | (233    | )      |  |  |             |      |     |  |     |  
|                     |  |              |        |                           |  |               |         |        |  |  |             |      |     |  |     |  
|                     |  | $            | 69,077 |                           |  | $             | 109,648 |        |  |  |             |      |     |  |     |  
|                     |  |              |        |                           |  |               |         |        |  |  |             |      |     |  |     |  

The interest rate on the variable rate CMOs adjusts monthly and the
repayment of the bonds is based on the cash flows of the underlying loan
portfolio.

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ITLA CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2002, 2001, AND 2000

NOTE 6OTHER REAL ESTATE OWNED

Other real estate owned was stated as follows:

|                                      |                              |   |                |        |      |   |        |        | 
|------------------------------------- | ---------------------------- | - | -------------- | ------ | ---- | - | ------ | ------ | 
|                                      |                              |   | December 31,  
|                                      |                              |   |               
|                                      |                              |   | 2002           |        | 2001
|                                      |                              |   |                |        |     
|                                      |                              |   | (in thousands)
|Other real estate owned held for sale |                              | $ | 13,086         |        |      | $ | 14,115 |       
|Less: valuation allowance             |                              |   | (493           | )      |      |   | (374   | )     
|                                      |                              |   |                |        |      |   |        |       
|                                      | Other real estate owned, net |   | $              | 12,593 |      |   | $      | 13,741 | 
|                                      |                              |   |                |        |      |   |        |       

The activity in the valuation allowance for other real estate owned was as
follows:

|                             |                                                  |   |                         |      |      |   |      |     |   |   |     |      |  
|---------------------------- | ------------------------------------------------ | - | ----------------------- | ---- | ---- | - | ---- | --- | - | - | --- | ---- | -
|                             |                                                  |   | As of and for the Years
|                             |                                                  |   | Ended December 31,     
|                             |                                                  |   |                        
|                             |                                                  |   | 2002                    |      | 2001 |   | 2000
|                             |                                                  |   |                         |      |      |   |     
|                             |                                                  |   | (in thousands)         
|Balance at beginning of year |                                                  | $ | 374                     |      |      | $ | 127  |     |   | $ | 207 |     
|                             | Provision for losses on other real estate owned  |   |                         | 796  |      |   |      | 269 |   |   |     | 167  |  
|                             | Charge-offs upon sale of other real estate owned |   |                         | (677 | )    |   |      | (22 | ) |   |     | (247 | )
|                             |                                                  |   |                         |      |      |   |      |     |   |   |     |     
|Balance at end of year       |                                                  | $ | 493                     |      |      | $ | 374  |     |   | $ | 127 |     
|                             |                                                  |   |                         |      |      |   |      |     |   |   |     |     

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ITLA CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2002, 2001, AND 2000

NOTE 7PREMISES AND EQUIPMENT

Premises and equipment are stated at cost less accumulated depreciation
and amortization and consist of the following:

|                                          |  |                |        |      |  |   |        |  
|----------------------------------------- |  | -------------- | ------ | ---- |  | - | ------ | -
|                                          |  | December 31,  
|                                          |  |               
|                                          |  | 2002           |        | 2001
|                                          |  |                |        |     
|                                          |  | (in thousands)
|Furniture, fixtures and equipment         |  | $              | 7,383  |      |  | $ | 4,115  |  
|Leasehold improvements                    |  |                | 5,039  |      |  |   | 4,246  |  
|Automobiles                               |  |                | 522    |      |  |   | 340    |  
|                                          |  |                |        |      |  |   |        |  
|                                          |  |                | 12,944 |      |  |   | 8,701  |  
|Accumulated depreciation and amortization |  |                | (8,747 | )    |  |   | (6,524 | )
|                                          |  |                |        |      |  |   |        |  
|                                          |  | $              | 4,197  |      |  | $ | 2,177  |  
|                                          |  |                |        |      |  |   |        |  

Depreciation and amortization expense on premises and equipment for the
years ended December 31, 2002, 2001 and 2000 was $946,000, $836,000 and
$796,000, respectively.

NOTE 8DEPOSIT ACCOUNTS

Deposit accounts consist of the following:

|                                    |  |                |           |      |  |   |         | 
|----------------------------------- |  | -------------- | --------- | ---- |  | - | ------- | 
|                                    |  | December 31,  
|                                    |  |               
|                                    |  | 2002           |           | 2001
|                                    |  |                |           |     
|                                    |  | (in thousands)
|Money market and passbook accounts  |  | $              | 168,525   |      |  | $ | 158,188 | 
|Time certificates under $100,000    |  |                | 521,404   |      |  |   | 526,911 | 
|Time certificates $100,000 and over |  |                | 375,982   |      |  |   | 268,555 | 
|                                    |  |                |           |      |  |   |         | 
|                                    |  | $              | 1,065,911 |      |  | $ | 953,654 | 
|                                    |  |                |           |      |  |   |         | 

Money market and passbook accounts have no contractual maturity and pay
interest at rates ranging from 0.16% to 4.00% per annum. The weighted average
contractual interest rate of the Banks money market and passbook accounts was
1.67% and 2.71% at December 31, 2002 and 2001, respectively. Additionally,
some money market accounts have limited checking features which allow three
check withdrawals per month. Time certificates have maturities ranging from 30
days to five years and bear interest at varying rates based on market
conditions, ranging from 1.00% to 7.00% per annum. The weighted average
contractual interest rate of the Banks time certificate accounts was 2.90% and
4.24% at December 31, 2002 and 2001, respectively.

There were $103.6 million of brokered deposits at December 31, 2002 and no
brokered deposits at December 31, 2001. Interest expense on time certificates
$100,000 and over for the years ended December 31, 2002, 2001 and 2000 amounted
to approximately $9.0 million, $16.1 million and $17.4 million, respectively.

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ITLA CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2002, 2001, AND 2000

NOTE 8DEPOSIT ACCOUNTS(Continued)

The Bank is a member of the FDIC and its deposits are insured up to
$100,000 each per insured depositor.

As of December 31, 2002, the contractual maturities of time certificate
accounts were as follows:

|                 |  |                |         | 
|---------------- |  | -------------- | ------- | 
|Year of Maturity |  | Amount        
|                 |  |               
|                 |  | (in thousands)
|2003             |  | $              | 731,521 | 
|2004             |  |                | 149,017 | 
|2005             |  |                | 9,566   | 
|2006             |  |                | 7,282   | 
|                 |  |                |         | 
|                 |  | $              | 897,386 | 
|                 |  |                |         | 

NOTE 9LINES OF CREDIT

As of December 31, 2002 and 2001, the Bank had uncommitted, unsecured
lines of credit with two banks renewable daily in the amount of $30.0 million.
There were no borrowings against these lines at December 31, 2002 and 2001.



|NOTE 10 | GUARANTEED PREFERRED
BENEFICIAL INTERESTS IN COMPANYS JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES
|-------- | ---------------------------------------------------------------------------------------------------------

The Company has five wholly-owned trust subsidiaries, Trust I, Trust II,
Trust III, Trust IV, and Trust V. Trust I issued $14.0 million of 10.60%
cumulative trust preferred securities in September 2000, Trust II issued $15.0
million of 10.20% cumulative trust preferred securities in February 2001, Trust
III issued $20.0 million of variable rate cumulative trust preferred
securities, Trust IV issued $10.0 million of variable rate cumulative trust
preferred securities, and Trust V issued $25.0 million of variable rate
cumulative trust preferred securities, (referred to collectively as the Trust
Preferred securities). ITLA Capital has fully and unconditionally guaranteed
the Trust Preferred securities along with all obligations of each trust under
their respective trust agreements. Each trust was formed for the exclusive
purpose of issuing their respective Trust Preferred securities and common
securities and using the proceeds to acquire ITLA Capitals junior subordinated
deferrable interest debentures. Trust I acquired an aggregate principal amount
of $14.4 million of ITLA Capitals 10.60% junior subordinated deferrable
interest debentures due September 7, 2030 that pays interest each March 7 and
September 7 during the term of this security. Trust II acquired an aggregate
principal amount of $15.5 million of ITLA Capitals 10.20% junior subordinated
deferrable interest debentures due February 22, 2031 that pays interest each
February 22 and August 22 during the term of this security. Trust III acquired
an aggregate principal amount of $20.6 million of ITLA Capitals variable rate
junior subordinated deferrable interest debentures due October 30, 2032 that
pays interest on each April 30 and October 30 during the term of the security.
Trust IV acquired an aggregate principal amount of $10.3 million of ITLA
Capitals variable rate junior subordinated deferrable interest debenture due
December 10, 2032 that pays interest each June 15 and December 15 during the
term of the security. Trust V acquired an aggregate principal amount of $25.8
million of ITLA Capitals variable rate junior subordinated deferrable interest
debenture due December 26, 2032 that pays interest quarterly on March 26, June
26, September 26, and December 26 during the term of the security. The sole
assets of each trust are the debentures it holds. Each of the debentures is
redeemable, in whole or in part, at ITLA Capitals option on or after ten years after
issuance for Trust I and Trust II (at declining premiums for the next ten years
and at par thereafter until maturity), and five years after issuance for Trust
III, Trust IV, and Trust V (at par until maturity).

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ITLA CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2002, 2001, AND 2000



|NOTE 10 | GUARANTEED PREFERRED
BENEFICIAL INTERESTS IN COMPANYS JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES(Continued)
|-------- | --------------------------------------------------------------------------------------------------------------------

The Company used the
proceeds from the debentures for general corporate purposes, including an
aggregate of $81.3 million in capital contributions to the Bank to support
future growth. The costs associated with the Trust Preferred securities
issuance have been capitalized and are being amortized using a method that
approximates the interest method over a period of five to ten years. The
accrued distributions payable on the Trust Preferred securities are reflected
as Minority interest in income of subsidiary in the Consolidated Statements
of Income. The Trust Preferred securities are reflected on the Consolidated
Balance Sheets as Guaranteed Preferred Beneficial Interests in the Companys
Junior Subordinated Deferrable Interest Debentures. The recorded balance of
Trust Preferred securities was $81.6 million and $28.1 million at December 31,
2002 and 2001, respectively. Minority interest in income of subsidiary was
$3.5 million, $3.0 million, $0.5 million for the years ended December 31, 2002,
2001 and 2000, respectively.

NOTE 11FHLB ADVANCES

FHLB advances represent collateralized obligations with the FHLB of San
Francisco, and are summarized by contractual maturity as follows:

|                 |      |        |                |         | 
|---------------- | ---- | ------ | -------------- | ------- | 
|Year of Maturity |      | Amount
|                 |      |       
|                 |      |        | (in thousands)
|                 | 2003 |        | $              | 243,550 | 
|                 | 2004 |        |                | 56,600  | 
|                 | 2005 |        |                | 1,100   | 
|                 | 2006 |        |                | 22,905  | 
|                 | 2007 |        |                |        | 
|Thereafter       |      |        | 14,530         |        
|                 |      |        |                |        
|                 |      | $      | 338,685        |        
|                 |      |        |                |        

We have pledged real estate loans with a carrying value of $606.9 million,
and cash equivalents and investment securities available for sale with a
carrying value of $49.0 million, for a total of $655.9 million of assets
pledged as collateral for this borrowing facility. The total borrowing
capacity available from the collateral that has been pledged is approximately
$407.3 million, of which $69.1 million remained as of December 31, 2002.

The following table represents the maximum month-end balance outstanding,
weighted-average daily balance outstanding, average rates paid during the year,
and the average rates on the balance at year-end for FHLB advances:

|                                           |  |                        |         |      |  |      |         |   |  |   |        |  
|------------------------------------------ |  | ---------------------- | ------- | ---- |  | ---- | ------- | - |  | - | ------ | -
|                                           |  | December 31           
|                                           |  |                       
|                                           |  | 2002                   |         | 2001 |  | 2000
|                                           |  |                        |         |      |  |     
|                                           |  | (dollars in thousands)
|Maximum month-end balance outstanding      |  | $                      | 338,685 |      |  | $    | 269,285 |   |  | $ | 79,250 |  
|Weighted-average daily balance outstanding |  | $                      | 194,160 |      |  | $    | 103,675 |   |  | $ | 30,366 |  
|Average rates paid during the year         |  |                        | 2.92    | %    |  |      | 4.62    | % |  |   | 5.84   | %
|Average rates on balance at year-end       |  |                        | 1.99    | %    |  |      | 2.99    | % |  |   | 6.56   | %
|Balance at year-end                        |  | $                      | 338,685 |      |  | $    | 269,285 |   |  | $ | 79,250 |  

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ITLA CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2002, 2001, AND 2000

NOTE 12 RESIDUAL INTEREST IN SECURITIZATION

During the first quarter of 2002, the Company formed ITLA Mortgage Loan
Securitization 2002-1, LLC, a limited liability company to issue $86.3 million
of asset-backed notes in a securitization of substantially all of its
residential loan portfolio. The Company recognized a gain of $3.7 million on
the securitization of these loans, which is included in other non-interest income
within the consolidated statement of income. Concurrent with recognizing such
gain on sale, the Company recorded a residual interest of $5.6 million, which
represents the present value of future cash flows (spread and fees) that are
anticipated to be received over the life of the loans. The residual interest
is recorded on the consolidated balance sheet in the Investment securities
available for sale, at fair value. The value of the residual interest is
subject to substantial credit, prepayment, and interest rate risk on the sold
residential loans. In accordance with the provisions of SFAS No. 115,
Accounting for Certain Investments in Debt and Equity Securities, the
residual interest is classified as available-for-sale and, as such, recorded
at fair value with the resultant changes in fair value recorded as unrealized
gain or loss in a separate component of shareholders equity in accumulated
other comprehensive income or loss, until realized. Fair value is determined
on a monthly basis based on a discounted cash flow analysis. These cash flows
are projected over the lives of the receivables using prepayment, default, and
interest rate assumptions that we believe market participants would use for
similar financial instruments.

At December 31, 2002, key assumptions used to estimate the fair value of
the residual interest based on projected cash flows, and the sensitivity of the
value to immediate adverse changes in those assumptions is as follows:

|                                         |  |                   |       |  
|---------------------------------------- |  | ----------------- | ----- | -
|                                         |  | December 31, 2002
|                                         |  |                  
|Dollars in thousands                     |  |                   |       |  
|Fair value of retained interest          |  | $                 | 5,619 |  
|Weighted average life (in years)         |  |                   | 1.49  |  
|Weighted average annual prepayment speed |  |                   | 35.0  | %
|Impact of 10% adverse change             |  | $                 | (23   | )
|Impact of 25% adverse change             |  | $                 | (59   | )
|Weighted average annual discount rate    |  |                   | 15.0  | %
|Impact of 10% adverse change             |  | $                 | (167  | )
|Impact of 25% adverse change             |  | $                 | (404  | )
|Weighted average lifetime credit losses  |  |                   | 3.3   | %
|Impact of 10% adverse change             |  | $                 | (285  | )
|Impact of 25% adverse change             |  | $                 | (678  | )

These sensitivities are hypothetical and should be used with caution. As
the figures indicate, changes in the fair value of the residual is based on a
variation in assumptions and generally cannot be extrapolated because the
relationship of the change in assumption to the change in fair value may not be
linear. Also, in the above table, the effect of a variation in a particular
assumption on the fair value of the residual interest is calculated without
changing any other assumption; in reality, changes in one factor may result in
changes in another (for example, increases in market interest rates may result
in lower prepayments but increased credit losses), which might magnify or
counteract the sensitivities, and depending on the severity of such changes,
the results of operations may be materially affected.

NOTE 13NONRECURRING GENERAL AND ADMINISTRATIVE EXPENSES

Nonrecurring general and administrative expenses of $1.4 million were
recognized during the year ended December 31, 2000. The nonrecurring expenses
consist primarily of the write-off of fixed assets, leasehold improvements and
estimated costs related to sublease contracts on leased premises at market
rates that are lower than the contractual lease rate. These expenses were the
result of the consolidation of the Banks headquarters with the Companys
headquarters in La Jolla, California in March 2000.

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ITLA CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2002, 2001, AND 2000

NOTE 13NONRECURRING GENERAL AND ADMINISTRATIVE EXPENSES(Continued)

Activity in the allowance for restructuring charges for the years ended
December 31, 2002 and 2001 was as follows:

|                                    |  |           |       |          |  |          |      |          |  |                  |      |   |  |   |   |  |  |   |   | 
|----------------------------------- |  | --------- | ----- | -------- |  | -------- | ---- | -------- |  | ---------------- | ---- | - |  | - | - |  |  | - | - | 
|                                    |  | Allowance |       | 2000     |  | 2001     |      | 2002     |  | Ending          
|                                    |  | Provided  |       | Charges  |  | Charges  |      | Charges  |  | Balance         
|                                    |  | In 2000   |       | Incurred |  | incurred |      | incurred |  | December 31,2002
|                                    |  |           |       |          |  |          |      |          |  |                 
|Write-off of
leasehold improvements |  | $         | 847   |          |  |          | (693 | )        |  |                  | (154 | ) |  | $ |  |  |  | $ |  | 
|Costs related to
sublease contract  |  |           | 553   |          |  |          | (211 | )        |  |                  | (342 | ) |  |   |  |  |  |   |  | 
|                                    |  |           |       |          |  |          |      |          |  |                  |      |   |  |   |   |  |  |   |   | 
|Total                               |  | $         | 1,400 |          |  |          | (904 | )        |  |                  | (496 | ) |  | $ |  |  |  | $ |  | 
|                                    |  |           |       |          |  |          |      |          |  |                  |      |   |  |   |   |  |  |   |   | 

NOTE 14BENEFIT PLANS

Salary Savings
Plan. The Company has a salary savings plan (the Savings Plan)
that qualifies as a deferred salary arrangement under Section 401(k) of the
Internal Revenue Code. Under the Savings Plan, participating employees may
defer a portion of their pretax earnings, up to 15% of their compensation. We
match 50% of each employees salary deferral, up to a maximum 6% of the
employees salary. Employees vest in employer contributions and the earnings
thereon over a five-year period. Matching contributions to the Savings
Plan were $189,000, $112,000 and $118,000 in 2002, 2001 and 2000, respectively.

Nonqualified Deferred Compensation Plans. The Company has deferred compensation
plans designed to provide additional retirement benefits for certain officers
and key employees who cannot take full advantage of the Savings Plan. There
were no costs associated with these deferred compensation plans in 2002 and
2001.

Long-Term Supplemental Executive Retirement Plan. The Company has adopted a
Long-Term Supplemental Executive Retirement Plan (the SERP) for certain
officers and key employees which provides for participants to be awarded shares
of common stock of the Company on a tax deferred basis from the current
Recognition and Retention Plan (RRP) previously approved by the shareholders.
Such shares vest in three-year cycles or earlier at the discretion of the
Compensation Committee of the Board of Directors, and once vested, may be
distributed to participants upon a change in control or the participants
death, disability, retirement date or date of termination of employment.
During 1998, the Company issued shares of common stock, representing the remaining
number of unissued shares authorized to be awarded under the RRP, to a Rabbi
Trust managed by a third-party financial institution. For 2002 and 2001,
53,650 and 113,864 shares, respectively, were allocated to designated SERP
accounts for the future benefit of certain Company executives. No shares were
allocated during 2000. The Company recognized $476,000, $674,000 and $264,000 of
compensation expense from the SERP/RRP in 2002, 2001 and 2000 respectively.

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ITLA CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2002, 2001, AND 2000

NOTE 14BENEFIT PLANS(Continued)

Stock Plans. The Company adopted an employee stock incentive plan and stock option
plan for nonemployee directors (collectively, the Stock Plan) which provides
for the award of up to 1,311,500 shares of common stock to officers, directors
and employees as compensation for future services, not to exceed a combined
550,000 shares during 1995, the first year of the Stock Plan, with annual
awards thereafter limited to 100,000 additional shares. An amendment to the
Stock Plan increasing the number of shares authorized for award under the Stock
Plan by 311,500 shares was approved by the Companys shareholders on June 29,
2001. As of December 31, 2002, the Company granted an aggregate of 1,530,750 options
under the Stock Plan, of which 106,414 have been exercised and 357,336 have
been forfeited. The exercise price per share of the options granted ranges
from $10.00 to $31.05 per share and generally vest 33-1/3% per year, beginning
with the first anniversary of the date of each individual grant.

The number of options and weighted-average exercise prices of options for
each of the following groups of options, for the periods indicated, are as
follows:

|                                                 |                                   |  |                   |         |                 |  |         |         |      |   |                  |       |  |   |       |       | 
|------------------------------------------------ | --------------------------------- |  | ----------------- | ------- | --------------- |  | ------- | ------- | ---- | - | ---------------- | ----- |  | - | ----- | ----- | 
|                                                 |                                   |  |                   |         |                 |  |         |         |      |   | Weighted-Average
|                                                 |                                   |  | Number of Options |         | Exercise Prices
|                                                 |                                   |  |                   |         |                
|                                                 |                                   |  | 2002              |         | 2001            |  | 2002    |         | 2001
|                                                 |                                   |  |                   |         |                 |  |         |         |     
|Options outstanding at the beginning of
the year |                                   |  | 814,250           |         |                 |  | 756,250 |         |      | $ | 13.07            |       |  | $ | 12.75 |      
|                                                 | Options granted during the year   |  |                   | 298,750 |                 |  |         | 80,000  |      |   | $                | 27.39 |  |   | $     | 16.25 | 
|                                                 | Options exercised during the year |  |                   | (13,665 | )               |  |         | (6,000  | )    |   | $                | 13.49 |  |   | $     | 12.40 | 
|                                                 | Options forfeited during the year |  |                   | (32,335 | )               |  |         | (16,000 | )    |   | $                | 18.31 |  |   | $     | 14.64 | 
|                                                 |                                   |  |                   |         |                 |  |         |         |      |   |                  |       |  |   |       |      
|Options outstanding at the end of the year       |                                   |  | 1,067,000         |         |                 |  | 814,250 |         |      | $ | 16.86            |       |  | $ | 13.07 |      
|                                                 |                                   |  |                   |         |                 |  |         |         |      |   |                  |       |  |   |       |      
|Options exercisable at the end of the year       |                                   |  | 713,917           |         |                 |  | 661,583 |         |      | $ | 12.86            |       |  | $ | 12.78 |      
|                                                 |                                   |  |                   |         |                 |  |         |         |      |   |                  |       |  |   |       |      

The fair value of each option grant was estimated on the date of grant
using an option pricing model with the following weighted-average assumptions
for option grants:

|                            |  |                                                 |              |             |  |             |              |   |  |   |              |  
|--------------------------- |  | ----------------------------------------------- | ------------ | ----------- |  | ----------- | ------------ | - |  | - | ------------ | -
|                            |  | Weighted-Average Assumptions for Options Grants
|                            |  |                                                
|                            |  | 2002                                            |              | 2001        |  | 2000       
|                            |  |                                                 |              |             |  |            
|Dividend Yield              |  |                                                 | 0.00         | %           |  |             | 0.00         | % |  |   | 0.00         | %
|Expected Volatility         |  |                                                 | 31.36        | %           |  |             | 30.41        | % |  |   | 31.2         | %
|Risk-Free Interest Rates    |  |                                                 | 4.62%-4.88   | %           |  |             | 4.79% - 5.13 | % |  |   | 5.89% - 6.79 | %
|Expected Lives              |  | Seven Years                                     |              | Seven Years |  | Seven Years
|Weighted-Average Fair Value |  | $                                               | 10.12-$13.46 |             |  | $           | 7.14 - $8.37 |   |  | $ | 5.36 - $6.84 |  

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ITLA CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2002, 2001, AND 2000

NOTE 14BENEFIT PLANS(Continued)

The Stock Plan is accounted for under APB Opinion No. 25 and, accordingly,
no compensation costs have been recognized in the accompanying consolidated
statements of income. If compensation costs for the Stock Plan had been
determined under SFAS No. 123, Accounting for Stock-Based Compensation, pro
forma net income would have been $18.9 million, $18.1 million and $17.8
million, basic earnings per share would have been $3.17, $2.82 and $2.52 and
diluted earnings per share would have been $2.99, $2.72 and $2.46 for the years
ended December 31, 2002, 2001 and 2000, respectively.

NOTE 15INCOME TAXES

Deferred income taxes reflect the net effect of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes.

Significant components of our deferred tax assets and liabilities are as
follows:

|                                          |                                                             |                                |                        |        |                |        |      |       |        |        | 
|----------------------------------------- | ----------------------------------------------------------- | ------------------------------ | ---------------------- | ------ | -------------- | ------ | ---- | ----- | ------ | ------ | 
|                                          |                                                             |                                |                        |        | December 31,  
|                                          |                                                             |                                |                        |        |               
|                                          |                                                             |                                |                        |        | 2002           |        | 2001
|                                          |                                                             |                                |                        |        |                |        |     
|                                          |                                                             |                                |                        |        | (in thousands)
|Components of the deferred tax asset:     |                                                             |                                |                        |        |                |        |      |      
|                                          | Allowance for loan losses                                   |                                | $                      | 13,307 |                |        | $    | 9,899 |       
|                                          | Accrued expenses                                            |                                |                        | 3,217  |                |        |      | 3,060 |       
|                                          | State income taxes                                          |                                |                        | 1,266  |                |        |      | 1,076 |       
|                                          | Other real estate owned                                     |                                |                        | 745    |                |        |      | 745   |       
|                                          | Unrealized loss on investment securities available for sale |                                |                        |       |                |        |      | 5     |       
|                                          |                                                             |                                |                        |        |                |        |      |      
|                                          |                                                             | Total deferred tax assets      |                        |        | 18,535         |        |      |       | 14,785 |       
|                                          |                                                             |                                |                        |        |                |        |      |      
|Components of the deferred tax liability: |                                                             |                                |                        |        |                |        |      |      
|                                          | Deferred loan origination costs                             |                                |                        | 2,326  |                |        |      | 1,244 |       
|                                          | FHLB stock dividends                                        |                                |                        | 1,886  |                |        |      | 1,267 |       
|                                          | Unrealized gain on investment securities available for sale |                                |                        | 297    |                |        |      |      |       
|                                          | Other                                                       |                                |                        | 204    |                |        |      | 405   |       
|                                          |                                                             |                                |                        |        |                |        |      |      
|                                          |                                                             | Total deferred tax liabilities |                        |        | 4,713          |        |      |       | 2,916  |       
|                                          |                                                             |                                |                        |        |                |        |      |      
|                                          |                                                             |                                | Net deferred tax asset |        | $              | 13,822 |      |       | $      | 11,869 | 
|                                          |                                                             |                                |                        |        |                |        |      |      

The deferred tax asset is considered fully realizable, as when the
temporary differences associated with the deferred tax asset are recognized for
income tax purposes, those deductions are expected to be fully offset, either
by carryback against previously taxed income or by reducing future taxable
income. Accordingly, we have not established a valuation allowance on the
deferred tax asset.

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ITLA CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2002, 2001, AND 2000

NOTE 15INCOME TAXES(Continued)

A summary of the provision for income taxes follows:

|                              |         |   |                          |        |      |   |        |        |   |   |        |       |  
|----------------------------- | ------- | - | ------------------------ | ------ | ---- | - | ------ | ------ | - | - | ------ | ----- | -
|                              |         |   | Years Ended December 31,
|                              |         |   |                         
|                              |         |   | 2002                     |        | 2001 |   | 2000  
|                              |         |   |                          |        |      |   |       
|                              |         |   | (in thousands)          
|Current provision:            |         |   |                          |        |      |   |        |        |   |   |        |      
|                              | Federal |   | $                        | 11,127 |      |   | $      | 9,824  |   |   | $      | 9,912 |  
|                              | State   |   |                          | 3,916  |      |   |        | 2,115  |   |   |        | 3,289 |  
|                              |         |   |                          |        |      |   |        |        |   |   |        |      
|                              |         |   | 15,043                   |        |      |   | 11,939 |        |   |   | 13,201 |      
|                              |         |   |                          |        |      |   |        |        |   |   |        |      
|Deferred provision (benefit): |         |   |                          |        |      |   |        |        |   |   |        |      
|                              | Federal |   |                          | (462   | )    |   |        | (1,007 | ) |   |        | (804  | )
|                              | State   |   |                          | (1,793 | )    |   |        | 461    |   |   |        | (517  | )
|                              |         |   |                          |        |      |   |        |        |   |   |        |      
|                              |         |   | (2,255                   | )      |      |   | (546   | )      |   |   | (1,321 | )    
|                              |         |   |                          |        |      |   |        |        |   |   |        |      
|                              |         | $ | 12,788                   |        |      | $ | 11,393 |        |   | $ | 11,880 |      
|                              |         |   |                          |        |      |   |        |        |   |   |        |      

A reconciliation of the federal statutory income tax rate to the effective
income tax rate is as follows:

|                                                    |                           |  |                          |      |      |  |      |      |   |  |      |      |  
|--------------------------------------------------- | ------------------------- |  | ------------------------ | ---- | ---- |  | ---- | ---- | - |  | ---- | ---- | -
|                                                    |                           |  | Years Ended December 31,
|                                                    |                           |  |                         
|                                                    |                           |  | 2002                     |      | 2001 |  | 2000
|                                                    |                           |  |                          |      |      |  |     
|Federal statutory income tax rate                   |                           |  | 35.0                     | %    |      |  | 35.0 | %    |   |  | 35.0 | %   
|State income tax, net of federal income tax
benefit |                           |  | 7.0                      | %    |      |  | 7.0  | %    |   |  | 7.0  | %   
|State income tax credit and other benefits          |                           |  | (3.0                     | %)   |      |  | (3.4 | %)   |   |  | (2.4 | %)  
|                                                    |                           |  |                          |      |      |  |      |      |   |  |      |     
|                                                    | Effective income tax rate |  |                          | 39.0 | %    |  |      | 38.6 | % |  |      | 39.6 | %
|                                                    |                           |  |                          |      |      |  |      |      |   |  |      |     

The income tax (benefit) expense component of other comprehensive income
was $302,000, $(21,000) and $(580,000) for the years ended December 31, 2002,
2001 and 2000, respectively.

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ITLA CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2002, 2001, AND 2000

NOTE 16FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

We are a party to financial instruments with off-balance-sheet risk in the
normal course of business to meet the financing needs of our customers. These
financial instruments consist of commitments to extend credit. These
instruments may involve, to varying degrees, elements of credit and interest
rate risk in excess of the amount recognized in the balance sheet. The
contractual amounts of those instruments reflect the extent of involvement we
have in particular classes of financial instruments.

We have exposure to credit loss in the event of nonperformance by the
other party to the financial instrument for commitments to extend credit. This
exposure is represented by the contractual amount of those instruments as the
Company uses the same lending policies for these instruments as it does for the
loan portfolio. We had outstanding unfunded loan commitments, including the
unfunded portion of construction loans, of approximately $91.2 million and
$60.6 million at December 31, 2002 and 2001, respectively.

NOTE 17COMMITMENTS AND CONTINGENCIES

Commitments

We lease office facilities under noncancelable operating leases.
Estimated future minimum lease payments required under leases with initial or
remaining noncancelable terms in excess of one year at December 31, 2002 are as
follows:

|                 |            |      |        |                |       | 
|---------------- | ---------- | ---- | ------ | -------------- | ----- | 
|                 |            |      |        | (in thousands)
|                 |            | 2003 |        | $              | 2,328 | 
|                 |            | 2004 |        |                | 2,186 | 
|                 |            | 2005 |        |                | 2,101 | 
|                 |            | 2006 |        |                | 1,792 | 
|                 |            | 2007 |        |                | 963   | 
|                 | Thereafter |      |        | 269            |      
|                 |            |      |        |               
|Sub-Lease income |            |      | (1,914 | )             
|                 |            |      |        |               
|                 |            | $    | 7,725  |               
|                 |            |      |        |               

Certain leases contain rental escalation clauses based on increases in the
consumer price index, and renewal options of up to ten years, which may be
exercised by the Company. We incurred rent expense of $2.1 million, $2.1
million and $1.6 million in 2002, 2001 and 2000, respectively.

Contingencies

We are subject to various pending legal actions which arise in the normal
course of business. We maintain reserves for losses from legal actions which
are both probable and estimable. Although the amount of the ultimate exposure,
if any, cannot be determined at this time, in managements opinion, based upon
advice of counsel, the disposition of claims currently pending will not have a
material adverse effect on our financial condition or results of operations.

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ITLA CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2002, 2001, AND 2000

NOTE 18REGULATORY REQUIREMENTS

The Bank is subject to supervision and regulation by the FDIC and the
Department of Financial Institutions (DFI) of the State of California under
the provisions of the California Banking Law. These provisions authorize the
Banks issuance of deposits, place limits on the size of loans the Bank can
make, and specify the maintenance of minimum liquidity levels.

The Bank is also subject to various capital requirements administered by
the FDIC. Failure to meet minimum capital requirements can initiate certain
mandatory and possibly additional discretionary action by regulators that, if
undertaken, could have a direct material effect on the Banks financial
statements and ultimately the consolidated financial statements of the Company.
Under capital adequacy guidelines and the regulatory framework for prompt
corrective action, the Bank must meet specific capital guidelines that involve
quantitative measures of the Banks assets, liabilities and certain
off-balance-sheet items as calculated under regulatory accounting practices.
The Banks capital amounts and classification are also subject to qualitative
judgments by the regulators about components, risk weightings and other
factors.

Quantitative measures established by regulation to ensure capital adequacy
require the Bank to maintain minimum amounts and ratios (set forth in the
following table) of Total and Tier 1 capital to risk-weighted assets, and of
Tier 1 capital to average total assets (Leverage Ratio). Management
believes, as of December 31, 2002 and 2001, that the Bank meets all applicable
capital adequacy requirements.

As of December 31, 2002, the most recent notification from the FDIC
categorized the Bank as well capitalized under the regulatory framework for
prompt corrective action. To be categorized as well capitalized, the Bank
must maintain minimum Total Risk-Based, Tier 1 Risk-Based and Tier 1 Leverage
Ratios as set forth in the following table. There are no conditions or events
since that notification that management believes have changed the Banks
category.

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ITLA CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2002, 2001, AND 2000

NOTE 18REGULATORY REQUIREMENTS(Continued)

The Banks actual regulatory capital amounts and ratios are presented in
the following table:

|                                         |  |                        |         |          |  |             |      |       |  |                      |         |                    |  |  |     |   |  |                  |         |  |  |  |      |  
|---------------------------------------- |  | ---------------------- | ------- | -------- |  | ----------- | ---- | ----- |  | -------------------- | ------- | ------------------ |  |  | --- | - |  | ---------------- | ------- |  |  |  | ---- | -
|                                         |  |                        |         |          |  |             |      |       |  |                      |         |                    |  |  |     |   |  | Capital Required
|                                         |  |                        |         |          |  |             |      |       |  | Minimum Requirement  |         | to Maintain       
|                                         |  |                        |         |          |  |             |      |       |  | for Capital Adequacy |         | "Well Capitalized"
|                                         |  | Actual                 |         | Purposes |  | Designation
|                                         |  |                        |         |          |  |            
|                                         |  | Amount                 |         | Ratio    |  | Amount      |      | Ratio |  | Amount               |         | Ratio             
|                                         |  |                        |         |          |  |             |      |       |  |                      |         |                   
|                                         |  | (dollars in thousands)
|As of December 31, 2002                  |  |                        |         |          |  |             |      |       |  |                      |         |                    |  |  |     |   |  |                  |         |  |  |  |      |  
|Total capital
(to risk-weighted assets)  |  | $                      | 202,623 |          |  |             | 14.4 | %     |  | $                    | 112,238 |                    |  |  | 8.0 | % |  | $                | 140,298 |  |  |  | 10.0 | %
|Tier I capital
(to risk-weighted assets) |  | $                      | 184,910 |          |  |             | 13.2 | %     |  | $                    | 56,119  |                    |  |  | 4.0 | % |  | $                | 84,179  |  |  |  | 6.0  | %
|Tier I capital
(to average total assets) |  | $                      | 184,910 |          |  |             | 13.1 | %     |  | $                    | 63,848  |                    |  |  | 4.0 | % |  | $                | 71,013  |  |  |  | 5.0  | %
|As of December 31, 2001                  |  |                        |         |          |  |             |      |       |  |                      |         |                    |  |  |     |   |  |                  |         |  |  |  |      |  
|Total capital
(to risk-weighted assets)  |  | $                      | 138,818 |          |  |             | 12.0 | %     |  | $                    | 92,690  |                    |  |  | 8.0 | % |  | $                | 115,862 |  |  |  | 10.0 | %
|Tier I capital
(to risk-weighted assets) |  | $                      | 124,209 |          |  |             | 10.7 | %     |  | $                    | 46,345  |                    |  |  | 4.0 | % |  | $                | 69,517  |  |  |  | 6.0  | %
|Tier I capital
(to average total assets) |  | $                      | 124,209 |          |  |             | 10.1 | %     |  | $                    | 49,156  |                    |  |  | 4.0 | % |  | $                | 61,445  |  |  |  | 5.0  | %

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ITLA CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2002, 2001, AND 2000

NOTE 19EARNINGS PER SHARE

The following is a reconciliation of the amounts used in the calculation
of Basic Earnings Per Share and Diluted Earnings Per Share.

|                             |                                  |  |                                       |        |             |  |           |       |           |  |   |       |  
|---------------------------- | -------------------------------- |  | ------------------------------------- | ------ | ----------- |  | --------- | ----- | --------- |  | - | ----- | -
|                             |                                  |  |                                       |        |             |  | Weighted- |       |           |  |  
|                             |                                  |  |                                       |        |             |  | Average   |       |           |  |  
|                             |                                  |  |                                       |        |             |  | Shares    |       | Per Share
|                             |                                  |  | Net Income                            |        | Outstanding |  | Amount   
|                             |                                  |  |                                       |        |             |  |          
|                             |                                  |  | (in thousands, except per share data)
|Year Ended December 31, 2002 |                                  |  |                                       |        |             |  |           |       |           |  |   |      
|                             | Basic Earnings Per Share         |  | $                                     | 20,005 |             |  |           | 5,979 |           |  | $ | 3.35  |  
|                             | Dilutive Effect of Stock Options |  |                                       |       |             |  |           | 360   |           |  |   | (0.19 | )
|                             |                                  |  |                                       |        |             |  |           |       |           |  |   |      
|                             | Diluted Earnings Per Share       |  | $                                     | 20,005 |             |  |           | 6,339 |           |  | $ | 3.16  |  
|                             |                                  |  |                                       |        |             |  |           |       |           |  |   |      
|Year Ended December 31, 2001 |                                  |  |                                       |        |             |  |           |       |           |  |   |      
|                             | Basic Earnings Per Share         |  | $                                     | 18,151 |             |  |           | 6,427 |           |  | $ | 2.82  |  
|                             | Dilutive Effect of Stock Options |  |                                       |       |             |  |           | 241   |           |  |   | (0.10 | )
|                             |                                  |  |                                       |        |             |  |           |       |           |  |   |      
|                             | Diluted Earnings Per Share       |  | $                                     | 18,151 |             |  |           | 6,668 |           |  | $ | 2.72  |  
|                             |                                  |  |                                       |        |             |  |           |       |           |  |   |      
|Year Ended December 31, 2000 |                                  |  |                                       |        |             |  |           |       |           |  |   |      
|                             | Basic Earnings Per Share         |  | $                                     | 18,139 |             |  |           | 7,046 |           |  | $ | 2.57  |  
|                             | Dilutive Effect of Stock Options |  |                                       |       |             |  |           | 192   |           |  |   | (0.06 | )
|                             |                                  |  |                                       |        |             |  |           |       |           |  |   |      
|                             | Diluted Earnings Per Share       |  | $                                     | 18,139 |             |  |           | 7,238 |           |  | $ | 2.51  |  
|                             |                                  |  |                                       |        |             |  |           |       |           |  |   |      

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ITLA CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2002, 2001, AND 2000

NOTE 20DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value estimates are based on judgments regarding credit risk,
expectations of future economic conditions, normal cost of administration of
these instruments and other risk characteristics, including interest rate risk
and prepayment risk. These estimates are subjective in nature, involve
uncertainties and matters of significant judgment and therefore cannot be
determined with precision. Changes in assumptions could significantly affect
the estimates. The fair value estimates presented do not include the value of
anticipated future business and the value of assets and liabilities that are
not considered financial instruments.

We use the following methods and assumptions to estimate the fair value of
each class of financial instruments for which it is practicable to estimate
value:

| |                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Cash and Cash Equivalents The carrying values reported in the
balance sheet approximate fair values due to the short-term nature of the
assets.                                                                                                                                                                                                  
|
| | Investment Securities Fair values are based on bid prices and
quotations published and/or received from established securities dealers.                                                                                                                                                                                                          
|
| | Stock in Federal Home Loan Bank The fair value is based on bid
prices quoted from the FHLB.                                                                                                                                                                                                                                                      
|
| | Loans and Real Estate Loans Held in Trust The fair value is estimated
using the present value of future cash flows, discounted using the current
rate at which similar loans would be made to borrowers with similar credit
ratings and for the same maturities and giving consideration to estimated
prepayment risk and credit risk.           
|
| | Accrued Interest Receivable The carrying values reported in the
balance sheet approximate the fair values due to the short-term nature of
the asset.                                                                                                                                                                                             
|
| | Deposit Accounts The fair value of money market and passbook
accounts is estimated to be the amount payable on demand due to the
short-term nature of these deposits. The fair values for time
certificates, both over and under $100,000, are estimated by discounting
the expected cash flows at current market rates over expected maturities.
|
| | Federal Home Loan Bank Advances The fair value is estimated by
discounting the expected cash flows at current market rates over
contractual maturities.                                                                                                                                                                                          

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ITLA CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2002, 2001, AND 2000

NOTE 20DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS(Continued)

The carrying amounts and estimated fair values of our financial
instruments are as follows:

|                                                                                                              |                                      |  |                |           |            |  |          |           |            |  |        |           |  |  |        |           | 
|------------------------------------------------------------------------------------------------------------- | ------------------------------------ |  | -------------- | --------- | ---------- |  | -------- | --------- | ---------- |  | ------ | --------- |  |  | ------ | --------- | 
|                                                                                                              |                                      |  | December 31   
|                                                                                                              |                                      |  |               
|                                                                                                              |                                      |  | 2002           |           | 2001      
|                                                                                                              |                                      |  |                |           |           
|                                                                                                              |                                      |  | Cost or        |           |            |  |          |           | Cost or    |  |        |           | 
|                                                                                                              |                                      |  | Carrying       |           | Estimated  |  | Carrying |           | Estimated 
|                                                                                                              |                                      |  | Amount         |           | Fair Value |  | Amount   |           | Fair Value
|                                                                                                              |                                      |  |                |           |            |  |          |           |           
|                                                                                                              |                                      |  | (in thousands)
|Financial assets:                                                                                             |                                      |  |                |           |            |  |          |           |            |  |        |           |  |  |        |          
|                                                                                                              | Cash and cash equivalents            |  | $              | 160,848   |            |  | $        | 160,848   |            |  | $      | 134,241   |  |  | $      | 134,241   | 
|                                                                                                              | Investment securities                |  |                | 54,677    |            |  |          | 54,677    |            |  |        | 29,411    |  |  |        | 29,411    | 
|                                                                                                              | Stock in Federal Home Loan Bank      |  |                | 16,934    |            |  |          | 16,934    |            |  |        | 13,464    |  |  |        | 13,464    | 
|                                                                                                              | Loans, net                           |  |                | 1,316,298 |            |  |          | 1,334,574 |            |  |        | 1,122,370 |  |  |        | 1,125,322 | 
|                                                                                                              | Real estate loans held in trust, net |  |                | 121,936   |            |  |          | 126,127   |            |  |        | 162,158   |  |  |        | 159,176   | 
|                                                                                                              | Accrued interest receivable          |  |                | 9,158     |            |  |          | 9,158     |            |  |        | 11,144    |  |  |        | 11,144    | 
|Financial liabilities:                                                                                        |                                      |  |                |           |            |  |          |           |            |  |        |           |  |  |        |          
|                                                                                                              | Deposit accounts                     |  | $              | 1,065,911 |            |  | $        | 1,064,491 |            |  | $      | 953,654   |  |  | $      | 946,671   | 
|                                                                                                              | Federal Home Loan Bank advances      |  |                | 338,685   |            |  |          | 338,729   |            |  |        | 269,285   |  |  |        | 268,198   | 
|                                                                                                              | Collateralized mortgage obligations  |  |                | 69,077    |            |  |          | 69,139    |            |  |        | 109,648   |  |  |        | 110,127   | 
|Guaranteed preferred beneficial
interests in the Companys junior
subordinated deferrable interest
debentures |                                      |  | 81,595         |           |            |  | 84,670   |           |            |  | 28,118 |           |  |  | 28,118 |          

NOTE 21BUSINESS SEGMENT INFORMATION

SFAS No. 131, Disclosures About Segments of an Enterprise and Related
Information requires disclosure of segment information in a manner consistent
with the management approach. The management approach is based on the way
the chief operating decision-maker organizes segments within a company for
making operating decisions and assessing performance.

The main factors used to identify operating segments were the specific
product and business lines of the various operating segments of the Company.
Operating segments are organized separately by product and service offered. We
have identified one operating segment that meets the criteria of being a
reportable segment in accordance with the provisions of SFAS No. 131. This
reportable segment is the origination and purchase of real estate loans, which
by its legal form, is identified as operations of the Bank and Imperial Capital
REIT. This segment derives the majority of its revenue by originating and
purchasing loans secured by income producing real estate. Other operating
segments of the Company that did not meet the criteria of being a reportable
segment in accordance with SFAS No. 131 have been aggregated and reported as
All Other. Transactions from all of our operating segments occur in the
United States. The Company has no transactions with a single external customer
that exceeds ten percent of the Companys consolidated revenues.

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ITLA CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2002, 2001, AND 2000

NOTE 21BUSINESS SEGMENT INFORMATION(Continued)

Transactions between the reportable segment of the Company and its other
operating segments are made at terms which approximate arms-length
transactions and in accordance with GAAP. There is no significant difference
between the measurement of the reportable segments assets and profits and
losses disclosed below and the measurement of assets and profits and losses in
our consolidated balance sheets and statements of income. Accounting
allocations are made in the same manner for all operating segments.

Required reported segment information for 2002, 2001 and 2000 is detailed
below:

|                                              |                                                           |  |                 |           |           |  |              |         |              |  |   |          |   |  |   |           | 
|--------------------------------------------- | --------------------------------------------------------- |  | --------------- | --------- | --------- |  | ------------ | ------- | ------------ |  | - | -------- | - |  | - | --------- | 
|                                              |                                                           |  | Origination and |           |           |  |              |         |              |  |   |          |   |  |  
|                                              |                                                           |  | Purchase        |           |           |  |              |         |              |  |   |          |   |  |  
|                                              |                                                           |  | of Real Estate  |           |           |  |              |         |              |  |   |          |   |  |  
|                                              |                                                           |  | Loans           |           | All Other |  | Eliminations |         | Consolidated
|                                              |                                                           |  |                 |           |           |  |              |         |             
|As of or for the Year Ended December 31, 2002 |                                                           |  |                 |           |           |  |              |         |              |  |   |          |   |  |   |          
|                                              | Revenues from external customers                          |  | $               | 105,522   |           |  | $            | 9,835   |              |  | $ | (4,376   | ) |  | $ | 110,981   | 
|                                              | Total interest income                                     |  |                 | 104,652   |           |  |              | 10,332  |              |  |   | (4,376   | ) |  |   | 110,608   | 
|                                              | Total interest expense                                    |  |                 | 35,694    |           |  |              | 6,004   |              |  |   | (4,376   | ) |  |   | 37,322    | 
|                                              | Depreciation and amortization expense                     |  |                 | 479       |           |  |              | 467     |              |  |   |         |   |  |   | 946       | 
|                                              | Provision for income taxes                                |  |                 | 11,542    |           |  |              | 1,246   |              |  |   |         |   |  |   | 12,788    | 
|                                              | Capital expenditures                                      |  |                 | 2,612     |           |  |              | 354     |              |  |   |         |   |  |   | 2,966     | 
|                                              | Deferred income taxes                                     |  |                 | 10,480    |           |  |              | 3,242   |              |  |   | 100      |   |  |   | 13,822    | 
|                                              | Total assets                                              |  |                 | 1,543,502 |           |  |              | 511,759 |              |  |   | (333,296 | ) |  |   | 1,721,965 | 
|                                              | Income (loss) before provisions for income taxes          |  |                 | 36,069    |           |  |              | (3,276  | )            |  |   |         |   |  |   | 32,793    | 
|                                             
|As of or for the Year Ended December 31, 2001 |                                                           |  |                 |           |           |  |              |         |              |  |   |          |   |  |   |          
|                                              | Revenues from external customers                          |  | $               | 125,154   |           |  | $            | 3,329   |              |  | $ | (4,329   | ) |  | $ | 124,154   | 
|                                              | Total interest income                                     |  |                 | 124,109   |           |  |              | 3,315   |              |  |   | (4,329   | ) |  |   | 123,095   | 
|                                              | Total interest expense                                    |  |                 | 65,303    |           |  |              | 2,889   |              |  |   | (4,329   | ) |  |   | 63,863    | 
|                                              | Depreciation and amortization expense                     |  |                 | 411       |           |  |              | 425     |              |  |   |         |   |  |   | 836       | 
|                                              | Provision for income taxes                                |  |                 | 9,172     |           |  |              | 2,221   |              |  |   |         |   |  |   | 11,393    | 
|                                              | Capital expenditures                                      |  |                 | 321       |           |  |              | 431     |              |  |   |         |   |  |   | 752       | 
|                                              | Deferred income taxes                                     |  |                 | 10,840    |           |  |              | 929     |              |  |   | 100      |   |  |   | 11,869    | 
|                                              | Total assets                                              |  |                 | 1,519,440 |           |  |              | 200,639 |              |  |   | (211,771 | ) |  |   | 1,508,308 | 
|                                              | Income (loss) before provision (benefit) for income taxes |  |                 | 33,064    |           |  |              | (3,520  | )            |  |   |         |   |  |   | 29,544    | 
|                                             
|As of or for the Year Ended December 31, 2000 |                                                           |  |                 |           |           |  |              |         |              |  |   |          |   |  |   |          
|                                              | Revenues from external customers                          |  | $               | 126,499   |           |  | $            | 1,468   |              |  | $ | (1,861   | ) |  | $ | 126,106   | 
|                                              | Total interest income                                     |  |                 | 124,168   |           |  |              | 1,468   |              |  |   | (1,861   | ) |  |   | 123,775   | 
|                                              | Total interest expense                                    |  |                 | 70,029    |           |  |              | 464     |              |  |   | (1,851   | ) |  |   | 68,642    | 
|                                              | Depreciation and amortization expense                     |  |                 | 425       |           |  |              | 371     |              |  |   |         |   |  |   | 796       | 
|                                              | Provision (benefit) for income taxes                      |  |                 | 10,492    |           |  |              | 1,388   |              |  |   |         |   |  |   | 11,880    | 
|                                              | Capital expenditures                                      |  |                 | 387       |           |  |              | 411     |              |  |   |         |   |  |   | 798       | 
|                                              | Deferred income taxes                                     |  |                 | 8,481     |           |  |              | 2,821   |              |  |   |         |   |  |   | 11,302    | 
|                                              | Total assets                                              |  |                 | 1,426,298 |           |  |              | 166,484 |              |  |   | (177,639 | ) |  |   | 1,415,143 | 
|                                              | Income before provision for
income taxes                  |  |                 | 29,757    |           |  |              | 262     |              |  |   |         |   |  |   | 30,019    | 

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ITLA CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2002, 2001, AND 2000

NOTE 22PARENT COMPANY ONLY CONDENSED FINANCIAL STATEMENTS

The parent company only financial statements of ITLA Capital are as follows:

Condensed Balance Sheets

|                                          |                                               |   |                |         |      |   |         |         | 
|----------------------------------------- | --------------------------------------------- | - | -------------- | ------- | ---- | - | ------- | ------- | 
|                                          |                                               |   | December 31,  
|                                          |                                               |   |               
|                                          |                                               |   | 2002           |         | 2001
|                                          |                                               |   |                |         |     
|                                          |                                               |   | (in thousands)
|Assets                                    |                                               |   |                |         |      |   |         |        
|Cash and cash equivalents                 |                                               | $ | 2,338          |         |      | $ | 1,233   |        
|Investment securities available for sale  |                                               |   | 5,691          |         |      |   | 7       |        
|Investments in wholly-owned subsidiaries: |                                               |   |                |         |      |   |         |        
|                                          | Imperial Capital Bank                         |   |                | 188,328 |      |   |         | 124,287 | 
|                                          | Imperial Capital Real Estate Investment Trust |   |                | 36,887  |      |   |         | 37,603  | 
|                                          | ITLA Capital Statutory Trust 1                |   |                | 413     |      |   |         | 425     | 
|                                          | ITLA Capital Statutory Trust II               |   |                | 470     |      |   |         | 476     | 
|                                          | ITLA Capital Statutory Trust III              |   |                | 607     |      |   |         |        | 
|                                          | ITLA Capital Statutory Trust IV               |   |                | 310     |      |   |         |        | 
|                                          | ITLA Capital Statutory Trust V                |   |                | 774     |      |   |         |        | 
|                                          | Other subsidiaries                            |   |                | 305     |      |   |         | 356     | 
|Other assets                              |                                               |   | 10,951         |         |      |   | 5,587   |        
|                                          |                                               |   |                |         |      |   |         |        
|                                          | Total assets                                  |   | $              | 247,074 |      |   | $       | 169,974 | 
|                                          |                                               |   |                |         |      |   |         |        
|Liabilities and Shareholders Equity      |                                               |   |                |         |      |   |         |        
|Junior subordinated debentures            |                                               | $ | 86,600         |         |      | $ | 29,897  |        
|Liabilities                               |                                               |   | 3,783          |         |      |   | 2,148   |        
|Shareholders equity                      |                                               |   | 156,691        |         |      |   | 137,929 |        
|                                          |                                               |   |                |         |      |   |         |        
|                                          | Total liabilities and shareholders equity    |   | $              | 247,074 |      |   | $       | 169,974 | 
|                                          |                                               |   |                |         |      |   |         |        

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ITLA CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2002, 2001, AND 2000

NOTE 22-PARENT COMPANY ONLY CONDENSED FINANCIAL STATEMENTS(Continued)

Condensed Statements of Income

|                                                                                           |                                                          |            |        |                         |        |      |        |       |        |   |        |       |        | 
|------------------------------------------------------------------------------------------ | -------------------------------------------------------- | ---------- | ------ | ----------------------- | ------ | ---- | ------ | ----- | ------ | - | ------ | ----- | ------ | 
|                                                                                           |                                                          |            |        | Years Ended December 31
|                                                                                           |                                                          |            |        |                        
|                                                                                           |                                                          |            |        | 2002                    |        | 2001 |        | 2000 
|                                                                                           |                                                          |            |        |                         |        |      |        |      
|                                                                                           |                                                          |            |        | (in thousands)         
|Interest income                                                                            |                                                          | $          | 1,059  |                         |        | $    | 302    |       |        | $ | 962    |      
|Interest expense                                                                           |                                                          |            | 3,356  |                         |        |      | 2,889  |       |        |   | 464    |      
|                                                                                           |                                                          |            |        |                         |        |      |        |       |        |   |        |      
|Net interest (expense) income                                                              |                                                          |            | (2,297 | )                       |        |      | (2,587 | )     |        |   | 498    |      
|Reversal of provision for loan losses                                                      |                                                          |            | (5     | )                       |        |      | (1,200 | )     |        |   |       |      
|Non-interest income (expense):                                                             |                                                          |            |        |                         |        |      |        |       |        |   |        |      
|                                                                                           | Gain on sale of investment securities
available for sale |            |        |                        |        |      |        |      |        |   |        | 1,412 |       
|                                                                                           | Other                                                    |            |        | (707                    | )      |      |        |      |        |   |        | (6    | )     
|                                                                                           |                                                          |            |        |                         |        |      |        |       |        |   |        |      
|Total non-interest income (expense)                                                        |                                                          |            | (707   | )                       |        |      |       |       |        |   | 1,406  |      
|Non-interest expense:                                                                      |                                                          |            |        |                         |        |      |        |       |        |   |        |      
|                                                                                           | General and administrative expense                       |            |        | 2,367                   |        |      |        | 2,062 |        |   |        | 1,517 |       
|                                                                                           |                                                          |            |        |                         |        |      |        |       |        |   |        |      
|(Loss) income before income tax expense
(benefit) and equity in net income of
subsidiaries |                                                          |            | (5,376 | )                       |        |      | (3,449 | )     |        |   | 387    |      
|Income tax expense                                                                         |                                                          |            | 420    |                         |        |      | 2,260  |       |        |   | 1,431  |      
|                                                                                           |                                                          |            |        |                         |        |      |        |       |        |   |        |      
|Loss before equity in net income of subsidiaries                                           |                                                          |            | (5,796 | )                       |        |      | (5,709 | )     |        |   | (1,044 | )    
|Equity in net income of subsidiaries                                                       |                                                          |            | 25,801 |                         |        |      | 23,860 |       |        |   | 19,183 |      
|                                                                                           |                                                          |            |        |                         |        |      |        |       |        |   |        |      
|                                                                                           |                                                          | NET INCOME |        | $                       | 20,005 |      |        | $     | 18,151 |   |        | $     | 18,139 | 
|                                                                                           |                                                          |            |        |                         |        |      |        |       |        |   |        |      

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ITLA CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2002, 2001, AND 2000

NOTE 22-PARENT COMPANY ONLY CONDENSED FINANCIAL STATEMENTS(Continued)

Condensed Statements of Cash Flows

|                                      |                            |                                                                       |                                                     |                                                      |         |                         |       |        |         |        |       |        |         |         |        |  
|------------------------------------- | -------------------------- | --------------------------------------------------------------------- | --------------------------------------------------- | ---------------------------------------------------- | ------- | ----------------------- | ----- | ------ | ------- | ------ | ----- | ------ | ------- | ------- | ------ | -
|                                      |                            |                                                                       |                                                     |                                                      |         | Years Ended December 31
|                                      |                            |                                                                       |                                                     |                                                      |         |                        
|                                      |                            |                                                                       |                                                     |                                                      |         | 2002                    |       | 2001   |         | 2000  
|                                      |                            |                                                                       |                                                     |                                                      |         |                         |       |        |         |       
|                                      |                            |                                                                       |                                                     |                                                      |         | (in thousands)         
|Cash Flows From Operating Activities: |                            |                                                                       |                                                     |                                                      |         |                         |       |        |         |        |       |       
|                                      | Net income                 |                                                                       | $                                                   | 20,005                                               |         |                         | $     | 18,151 |         |        | $     | 18,139 |        
|                                      | Adjustments to net income: |                                                                       |                                                     |                                                      |         |                         |       |        |         |        |       |        |        
|                                      |                            | Equity in undistributed net income of subsidiaries                    |                                                     |                                                      | (25,807 | )                       |       |        | (23,856 | )      |       |        | (19,193 | )      
|                                      |                            | Provision for loan losses                                             |                                                     |                                                      | 5       |                         |       |        | (1,200  | )      |       |        |        |        
|                                      |                            | Gain on sale of investment securities                                 |                                                     |                                                      |        |                         |       |        |        |        |       |        | (1,412  | )      
|                                      |                            | Decrease (increase) in other assets                                   |                                                     |                                                      | (4,887  | )                       |       |        | 1,043   |        |       |        | (2,200  | )      
|                                      |                            | Increase in liabilities                                               |                                                     |                                                      | 5,423   |                         |       |        | 656     |        |       |        | 1,091   |        
|                                      |                            |                                                                       |                                                     |                                                      |         |                         |       |        |         |        |       |       
|                                      |                            |                                                                       | Net cash used in operating activities               |                                                      |         | (5,261                  | )     |        |         | (5,206 | )     |        |         | (3,575  | )     
|                                      |                            |                                                                       |                                                     |                                                      |         |                         |       |        |         |        |       |       
|Cash Flows From Investing Activities: |                            |                                                                       |                                                     |                                                      |         |                         |       |        |         |        |       |       
|                                      |                            | Proceeds from sale of investment securities available for sale        |                                                     |                                                      |        |                         |       |        |        |        |       |        | 16,176  |        
|                                      |                            | Proceeds from securitization and sale of real estate loans            |                                                     |                                                      | 98,155  |                         |       |        |        |        |       |        |        |        
|                                      |                            | Purchase of loans from Imperial Capital Bank                          |                                                     |                                                      | (98,602 | )                       |       |        |        |        |       |        |        |        
|                                      |                            | Purchases of investment securities available for sale                 |                                                     |                                                      | (5,305  | )                       |       |        |        |        |       |        |        |        
|                                      |                            | Cash paid to acquire ICCMAC Trust                                     |                                                     |                                                      |        |                         |       |        |        |        |       |        | (33,497 | )      
|                                      |                            | Capital contribution to Imperial Capital Bank                         |                                                     |                                                      | (53,348 | )                       |       |        | (14,549 | )      |       |        | (13,475 | )      
|                                      |                            | Cash paid for common equity of Trust Preferred Securities             |                                                     |                                                      | (1,691  | )                       |       |        | (475    | )      |       |        | (433    | )      
|                                      |                            | Dividends received from Imperial Capital Bank                         |                                                     |                                                      | 9,000   |                         |       |        | 15,600  |        |       |        | 17,300  |        
|                                      |                            | Dividend received from ITLA Funding Corp                              |                                                     |                                                      |        |                         |       |        | 200     |        |       |        |        |        
|                                      |                            | Dividends received from ITLA Management Company                       |                                                     |                                                      |        |                         |       |        |        |        |       |        | 1,000   |        
|                                      |                            | Dividends received from Imperial Capital Real Estate Investment Trust |                                                     |                                                      | 7,070   |                         |       |        | 5,050   |        |       |        | 2,775   |        
|                                      |                            | Other, net                                                            |                                                     |                                                      | (143    | )                       |       |        | 339     |        |       |        | 7       |        
|                                      |                            |                                                                       |                                                     |                                                      |         |                         |       |        |         |        |       |       
|                                      |                            |                                                                       | Net cash (used in) provided by investing activities |                                                      |         | (44,864                 | )     |        |         | 6,165  |       |        |         | (10,147 | )     
|                                      |                            |                                                                       |                                                     |                                                      |         |                         |       |        |         |        |       |       
|Cash Flows From Financing Activities: |                            |                                                                       |                                                     |                                                      |         |                         |       |        |         |        |       |       
|                                      |                            | Sale
of subordinated debentures to Trust Preferred Securities, net    |                                                     |                                                      | 53,389  |                         |       |        | 14,549  |        |       |        | 13,580  |        
|                                      |                            | Proceeds from exercise of employee stock options                      |                                                     |                                                      | 184     |                         |       |        | 74      |        |       |        | 36      |        
|                                      |                            | Cash paid to acquire treasury stock                                   |                                                     |                                                      | (2,343  | )                       |       |        | (14,759 | )      |       |        | (7,701  | )      
|                                      |                            |                                                                       |                                                     |                                                      |         |                         |       |        |         |        |       |       
|                                      |                            |                                                                       | Net cash provided by (used in) financing activities |                                                      |         | 51,230                  |       |        |         | (136   | )     |        |         | 5,915   |       
|                                      |                            |                                                                       |                                                     |                                                      |         |                         |       |        |         |        |       |       
|                                      |                            |                                                                       |                                                     | Net increase (decrease) in cash and cash equivalents |         |                         | 1,105 |        |         |        | 823   |        |         |         | (7,807 | )
|                                      |                            |                                                                       |                                                     | Cash and cash equivalents at beginning of period     |         |                         | 1,233 |        |         |        | 410   |        |         |         | 8,217  |  
|                                      |                            |                                                                       |                                                     |                                                      |         |                         |       |        |         |        |       |       
|                                      |                            |                                                                       |                                                     | Cash and cash equivalents at end of period           |         | $                       | 2,338 |        |         | $      | 1,233 |        |         | $       | 410    |  
|                                      |                            |                                                                       |                                                     |                                                      |         |                         |       |        |         |        |       |       

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ITLA CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2002, 2001, AND 2000

NOTE 23SUBSEQUENT EVENTS (Unaudited)

In January 2003, the Company entered into an agreement with a bank for a
revolving line of credit of $35.0 million, which matured on March 31, 2003. Interest
accrued at the prime rate and the line was secured by the outstanding capital
stock of the Bank. The primary purpose of the line was to provide additional
capital funding in connection with the strategic business relationship with
Household relating to certain tax refund products.

In February 2003, the Bank placed a $9.8 million real estate loan on non-accrual status.
Management has classified the loan as impaired and is currently in the process of evaluating
 potential impairment and any necessary charge-offs. The loan was
classified as an other loan of concern at December 31, 2002.

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Item 9. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure

On May 29, 2002, the Board of Directors of the Company dismissed the
Companys independent auditors, Arthur Andersen LLP, and upon recommendation by
its Audit Committee, approved the engagement of Ernst & Young LLP as the
Companys independent auditors for the year ending December 31, 2002.

The reports of Arthur Andersen LLP on the Companys financial statements
as of and for the years end December 31, 2001 and 2000, did not contain an
adverse opinion or a disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope, or accounting principles.

During the Companys fiscal years ended December 31, 2001 and 2000, and
the subsequent interim period from January 1, 2002 through May 29, 2002, there
were no disagreements with Arthur Andersen LLP on any matters of accounting
principles or practices, financial statement disclosure, or auditing scope and
procedures which, if not resolved to the satisfaction of Arthur Andersen LLP
would have caused Arthur Andersen LLP to make reference to the matter in their
report. There were no reportable events as that term is defined in Item
304(a)(1)(v) of Regulation S-K.

Prior to the dismissal of Arthur Andersen LLP, the Company did not consult
with Ernst & Young LLP regarding: (i) the application of accounting principles
to a specified transaction, either completed or proposed; (ii) the type of
audit opinion that might be rendered on the Companys financial statement; or
(iii) a reportable event (as defined in paragraph 304(a)(1)(v) of Regulation
S-K).

The Company requested Arthur Andersen LLP to furnish it with a letter
addressed to the Commission stating whether it agreed with the above
statements. A copy of that letter, dated June 4, 2002, is filed as Exhibit 16
to the Current Report on Form 8-K filed by the Company on June 5, 2002.




Item 10. Directors and Executive Officers of the Registrant

Executive Officers and Directors of the Registrant

The executive officers of the Registrant are identified below.

|                     |  |     |    |          |  |                                                                                           
|-------------------- |  | --- | -- | -------- |  | ------------------------------------------------------------------------------------------
|Name                 |  | Age |    | Position
|                     |  |     |    |         
|George W. Haligowski |  |     | 48 |          |  | Chairman of the Board, President and Chief Executive Officer of ITLA
Capital and the Bank 
|Norval L. Bruce      |  |     | 61 |          |  | Vice Chairman of the Board and Chief Credit Officer of ITLA Capital
and the Bank          
|Timothy M. Doyle     |  |     | 46 |          |  | Senior Managing Director and Chief Financial Officer of ITLA Capital
and the Bank         
|Don Nickbarg         |  |     | 50 |          |  | Senior Managing Director and Chief Banking Officer of ITLA Capital
and the Bank           
|Steven C. Romelt     |  |     | 53 |          |  | Senior Managing Director and Chief Lending Officer of ITLA Capital
and the Bank           
|William A. Schack    |  |     | 41 |          |  | Managing Director  Director of Portfolio Management of ITLA Capital
and the Bank         
|William K. Callam    |  |     | 46 |          |  | Managing Director Director of Loan Operations of ITLA Capital and
the Bank               
|Scott A. Wallace     |  |     | 40 |          |  | Managing Director  Chief Administrative Officer of ITLA
Capital and the Bank             
|Anthony A. Rusnak    |  |     | 39 |          |  | First Vice President, General Counsel and Corporate Secretary of ITLA
Capital and the Bank

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George W. Haligowskihas served as ITLA Capitals Chairman of the Board,
President and Chief Executive Officer since inception. He has also served as
the Banks Chairman of the Board and Chief Executive Officer since 1992, and
was the Banks President from 1992 to October 1997. In 2000 he was again
appointed as President of the Bank. From 1990 to the present, he has also
served as President, Chief Executive Officer and Principal of Halivest
International, Ltd., an international finance and asset management company. He
was previously employed as a Vice President by Shearson Lehman Hutton (1988 to
1990) and Prudential-Bache Securities (1983 to 1988), and by Avco Financial
Services as Regional Director of its Japanese branch operations (1976 to 1981),
as Training Coordinator for Avco Thrift and Loan (1976) and as a Branch Manager
(1974 to 1976).

Norval L. Brucehas served as the Vice Chairman and Chief Credit Officer
for ITLA Capital and the Bank since June of 1999. He was previously President
and Chief Operating Officer of the Bank from October 1997 to June 1999, and
previously was the Executive Vice President and Chief Credit Officer of the
Bank from 1990 to October 1997. Mr. Bruce was appointed a director of the Bank
and the Company in January 1997 and September 1997, respectively. From 1988 to
1989, he served as Executive Vice President and Chief Credit Officer of
Security Pacific Bank, Nevada. He was previously employed by Security Pacific
Bank from 1965 to 1988 in a variety of positions including management positions
in which he was responsible for both loan origination and credit quality.

Timothy M. Doylehas served as Senior Managing Director and Chief
Financial Officer of ITLA Capital and the Bank since May 2000. He was
previously Managing Director and Chief Administrative Officer of ITLA Capital
and the Bank since 1996. Before joining the Bank, he was the Controller and
Director of Operations at Northeastern Plastics from 1995 to 1996; Assistant
Controller of Alpha Wire Corporation from 1992 to 1994; and Vice President and
Chief Financial Officer of Halivest International, Ltd. from 1989 to 1991.
From 1982 to 1988, he was the Corporate Controller of the Shepaug Corporation.

Don Nickbarghas served as Senior Managing Director and Chief Banking
Officer of ITLA Capital and the Bank since November 2002. He has served in
several other capacities, including Senior Managing Director and Chief
Operating Officer, Managing Director of Asset Acquisition and New Business
Development, Chief Administrative Officer as well as Treasurer. Prior to
joining ITLA Capital in 1998, he was a consultant with Centennial International
LLC from 1996 to 1998; Chief Financial Officer of AIOC Corporation from 1994 to
1996; Vice President and Team Leader at The Chase Manhattan Bank from 1991 to
1994; Vice President and Treasurer of Drexel Burnham Lambert Holdings, Ltd.
from 1986 to 1990; Vice President with The Hong Kong and Shanghi Banking
Company from 1980 to 1986; and Assistant Treasurer with the Swiss Bank
Corporation from 1976 to 1980.

Steven C. Romelthas served as Senior Managing Director and Chief Lending
Officer of the Bank since February 2002. He was previously Senior Vice
President and Chief Lending Officer of ITLA Capital and the Bank since January
1997. He was Director of Bank Lending for the Bank from November 1996 to
January 1997. Previously, he was Vice President and Regional Manager for
Southern Pacific Bank from March 1995 to November 1996. He also held various
senior level lending positions for the Bank from December 1990 to March 1995
and held various lending positions with a number of other financial
institutions from 1979 to December 1990.

William A. Schackhas served as Managing Director  Director of Portfolio
Management of ITLA Capital and the Bank since November 2002. Prior to
that he was Managing Director  Director Operations of the Bank from August 2001 to November 2002 and
 First Vice President  Director of Portfolio Management and Loan Administration
of the Bank from April 2001 to August 2001. Prior to joining ITLA Capital
he was Senior Vice President Chief Operating Officer of First Bank of Beverly
Hills from 1999 through 2001 and served in various senior management capacities
with First Bank since 1997. He has also held senior managerial positions with
First Los Angeles Bank and Western Federal Savings Bank from 1990 through 1995.

Scott A. Wallacehas served as Managing Director  Chief Administrative
Officer of ITLA Capital and the Bank since November 2001. He was previously
Deputy Managing Director and Chief Accounting Officer of ITLA Capital and the
Bank from October 1999 until October 2001 and was Vice President Controller of
the Bank from  September 1996 until October 1999. Prior to joining the Bank in
September 1996, he was Vice President  Finance of Westfield Corporation, Inc.
in 1996 and was Vice President  Controller of First Los Angeles Bank in 1995.
From 1984 to 1994, he was a senior manager with Kenneth Leventhal & Company.

William K. Callamhas served as Managing Director  Commercial Real Estate Loan Operations of ITLA
Capital and the Bank since November 2002. He was previously First
Vice President and Director of Loan Operations, and Vice President and Chief
Appraiser, since joining the Bank in December 1999. Prior to joining the Bank,
he was Vice President  Team Leader with Bank of America, and its predecessor,
Security Pacific National Bank, from 1989 to 1999, with an interim position as
Vice-President and Chief Appraiser of First Los Angeles Bank in 1994 to 1995.

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Anthony A. Rusnakhas served as ITLA Capital and the Banks First Vice
President, General Counsel and Corporate Secretary since November 1997. Prior
to joining us, he was in private practice for seven years representing
financial institutions, businesses, corporations and individuals in business,
real estate transactions and litigation. Previously, he worked for law firms
in the San Diego area, as well as for San Diego Gas and Electrics corporate
in-house counsel.

The directors of the Company, excluding Mr. Haligowski and Mr. Bruce, are
identified below.

Preston Martin,age 79, is the former Vice Chairman of the Federal Reserve
Board of Governors. Mr. Martin previously served as a Senior Advisory Director
to the Board. Mr. Martin is currently Chairman of the Board of Martin
Associates, a San Francisco based financial services company. Mr. Martin was
Chairman and Chief Executive Officer of Seraro Corporation, a Sears Roebuck
enterprise, PMI Mortgage Insurance Corporation and PMI Mortgage Corporation.
Mr. Martin was also Professor of Finance and Director of Executive Programs at
the University of Southern California.

Jeffrey L. Lipscomb, age 49, is an Investment Advisory Associate with AXA
Advisors and formerly was a Registered Principal and Assistant Manager of the
San Diego office of Equitable Financial Companies since 1986, handling
corporate group benefits and personal financial planning, and also was with
Kidder Peabody from 1983 to 1986.

Sandor X. Mayuga, age 55, is a member of the California State Bar and has
been a member of the law firm of Tisdale & Nicholson since 1994. He conducted
his own law practice from 1983 to 1994 and was a partner in the Financial
Institutions Department of Finley, Kumble, Wagner, Heine, Underberg, Manly &
Casey, a New York-based national law firm, from 1980 to 1983. Previously, he
served as Assistant General Counsel of Hunt-Wesson Foods, Inc., a subsidiary of
Norton Simon, Inc., and was associated with two large regional law firms in Los
Angeles County. Since 1980, Mr. Mayugas practice has focused on the
representation of financial institutions and other finance-related businesses
in corporate, transactional and regulatory matters.

Hirotaka Oribe, age 69, is a licensed architect with international
experience in real estate development and urban planning. Since 1993, Mr.
Oribe has served as an advisor to Kajima Development Resources, Inc. From 1979
to 1993, Mr. Oribe was Executive Vice President, Chief Operating Officer and a
Director of Kajima Development Corporation, a firm engaged in development and
construction of single-family and multi-family housing, office buildings,
retail space and land development. Mr. Oribe previously held other positions
with affiliates of Kajima Corporation of Japan from 1973 to 1979 and was a
practicing architect from 1962 to 1973.

Robert R. Reed, age 66, is retired from Household International where he
was employed in various positions from 1960 to 1992. Mr. Reed served as Vice
President of Household Bank from 1980 to 1992. Mr. Reed was previously
employed in management positions with Household Financial Corporation from 1962
to 1980.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires ITLA
Capitals directors and executive officers, and persons who own more than 10%
of a registered class of our equity securities, to file with the SEC initial
reports of ownership and reports of changes in ownership of common stock and
other equity securities of ITLA Capital. Officers, directors and greater than
10% stockholders are required by SEC regulation to furnish ITLA Capital with
copies of all Section 16(a) forms they file.

To our knowledge, based solely on a review of the copies of such reports
furnished to us and written representations that no other reports were
required, during the fiscal year ended December 31, 2002, all Section 16(a)
filing requirements applicable to its officers, directors and greater than 10%
beneficial owners were complied with, except for the inadvertent failure to
timely file a Form 3 for Preston Martin upon his becoming a director, the
inadvertent failure to timely file a Form 4 for Mr. Martin
to report two
transactions effected after his becoming a director, and the inadvertent failure to timely file Form 3's for officers William K. Callam and William A. Schack.

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Item 11. Executive Compensation

The following table sets forth the compensation of the Chief Executive
Officer and the four other highest earning executive officers of ITLA Capital
and the Bank with salary and bonus greater than $100,000 for the year ended
December 31, 2002 (the named executives).

|                            |                                    |      |      |      |  |     |                     |         |                        |        |         |         |        |  |              |        |  |  |            |         |       |   |         |        |    
|--------------------------- | ---------------------------------- | ---- | ---- | ---- |  | --- | ------------------- | ------- | ---------------------- | ------ | ------- | ------- | ------ |  | ------------ | ------ |  |  | ---------- | ------- | ----- | - | ------- | ------ | ---
|                            |                                    |      |      |      |  |     | Annual Compensation |         | Long-Term Compensation |        |         |         |       
|                            |                                    |      |      |      |  |     |                     |         |                        |        |         |         |       
|                            |                                    |      |      |      |  |     |                     |         |                        |        |         |         |        |  |              |        |  |  | Restricted |         | All  
|                            |                                    |      |      |      |  |     |                     |         |                        |        |         |         |        |  |              |        |  |  | Stock      |         | other
|                            |                                    |      |      |      |  |     | Salary              |         | Bonus                  |        | Options |         | Awards |  | Compensation
|Name and Principal Position |                                    | Year |      | ($)  |  | ($) |                     | (#) (1) |                        | ($)(8) |         | ($)    
|                            |                                    |      |      |      |  |     |                     |         |                        |        |         |        
|George W. Haligowski        |                                    |      | 2002 |      |  | $   | 443,350             |         |                        | $      | 579,000 | (2)     |        |  | 37,500       |        |  |  | 206,325    |         |       | $ | 103,258 | (3)   
|                            | Chairman of the Board, President   |      |      | 2001 |  |     | $                   | 397,515 |                        |        | $       | 457,125 | (2)    |  |              |       |  |  |            | 702,000 |       |   | $       | 78,761 | (3)
|                            | and Chief Executive Officer        |      |      | 2000 |  |     | $                   | 396,249 |                        |        | $       | 582,125 | (2)    |  |              |       |  |  |            |        |       |   | $       | 76,255 | (3)
|                           
|Norval L. Bruce             |                                    |      | 2002 |      |  | $   | 217,469             | (9)     |                        | $      | 115,265 | (9)     |        |  | 20,000       |        |  |  | 62,001     |         |       | $ | 21,653  | (4)   
|                            | Vice Chairman of the Board, Chief  |      |      | 2001 |  |     | $                   | 200,538 | (9)                    |        | $       | 96,502  | (9)    |  |              |       |  |  |            | 115,803 |       |   | $       | 17,069 | (4)
|                            | Credit Officer                     |      |      | 2000 |  |     | $                   | 192,064 | (9)                    |        | $       | 110,825 | (9)    |  |              | 5,000  |  |  |            |        |       |   | $       | 14,399 | (4)
|                           
|Timothy M. Doyle            |                                    |      | 2002 |      |  | $   | 180,726             |         |                        | $      | 98,314  |         |        |  | 15,000       |        |  |  | 51,525     |         |       | $ | 12,182  | (5)   
|                            | Senior Managing Director and       |      |      | 2001 |  |     | $                   | 166,633 |                        |        | $       | 80,186  |        |  |              |       |  |  |            | 96,219  |       |   | $       | 11,700 | (5)
|                            | Chief Financial Officer            |      |      | 2000 |  |     | $                   | 150,499 |                        |        | $       | 65,913  |        |  |              | 5,000  |  |  |            |        |       |   | $       | 11,519 | (5)
|                           
|Steven C. Romelt            |                                    |      | 2002 |      |  | $   | 174,927             | (10)    |                        | $      | 87,611  | (10)    |        |  | 15,000       |        |  |  | 49,356     |         |       | $ | 24,549  | (6)   
|                            | Senior Managing Director and Chief |      |      | 2001 |  |     | $                   | 160,478 | (10)                   |        | $       | 76,657  | (10)   |  |              |       |  |  |            | 91,981  |       |   | $       | 17,896 | (6)
|                            | Lending Officer of Imperial        |      |      | 2000 |  |     | $                   | 153,697 | (10)                   |        | $       | 72,660  | (10)   |  |              |       |  |  |            |        |       |   | $       | 20,678 | (6)
|                           
|Don Nickbarg                |                                    |      | 2002 |      |  | $   | 163,004             |         |                        | $      | 64,990  | (11)    |        |  | 15,000       |        |  |  | 61,353     |         |       | $ | 8,202   | (7)   
|                            | Senior Managing Director and       |      |      | 2001 |  |     | $                   | 130,946 |                        |        | $       | 62,550  | (11)   |  |              | 10,000 |  |  |            | 18,765  |       |   | $       | 4,782  | (7)
|                            | Chief Banking Officer              |      |      | 2000 |  |     | $                   | 118,533 |                        |        | $       | 33,000  | (11)   |  |              | 9,000  |  |  |            |        |       |   | $       | 8,849  | (7)



---

|(1)  |  | Options were granted on various dates and vest one-third on each of the
three subsequent anniversary dates of issuance.                                                                                                                                                                                                                                                                                                           
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|    
|    
|    
|(2)  |  | $400,000 of the 2002 bonus
was deferred at the election of the named executive officer under ITLA Capitals Nonqualified Deferred Compensation
plan. The respective amounts were $200,000 and none in 2001 and 2000.                                                                                                                                                                                                              
|    
|    
|    
|    
|(3)  |  | Consists of (a) $23,400 in auto related benefits, (b) $30,000 in
supplemental housing payments, (c) $7,760 in life insurance premiums, (d)
$5,500 in employer contributions to ITLA Capitals 401(k) plan and (e)
$36,598 in preferential interest on employee savings accounts in 2002.
The respective amounts were $23,400, $30,000, $7,760, $5,100 and $12,501
in 2001 and $23,400, $30,000, $7,760, $5,100 and $9,995 in 2000.
|    
|    
|    
|    
|(4)  |  | Consists of (a) $2,182 in auto related benefits, (b) $3,049 in life
insurance premiums, (c) $6,000 in employer contributions to ITLA Capitals
401(k) plan and (d) $10,422 in preferential interest on employee savings
accounts in 2002. The respective amounts were $2,182, $2,054, $5,100 and
$7,733 in 2001 and $2,182, $1,724, $5,100 and $5,393 in 2000.                                                                    
|    
|    
|    
|    
|(5)  |  | Consists of (a) $1,476 in auto related benefits, (b) $5,500 in employer
contributions to ITLA Capitals 401(k) plan and (c) $5,206 in life
insurance benefits and (d) no interest on employee savings accounts in
2002. The respective amounts were $1,476, $5,100, $5,027 and $97 in 2001
and $1,476, $5,100, $4,943 and none in 2000.                                                                                           
|    
|    
|    
|    
|(6)  |  | Consists of (a) $15,000 in auto related benefits, (b) $821 in life
insurance premiums, (c) none in employer contributions to ITLA Capitals
401(k) plan and (d) $8,728 in preferential interest on employee savings
accounts in 2002. The respective amounts were $9,000, $739, none and
$8,157 in 2001. The respective amounts were $9,000, $705, $5,100 and
$5,873 in 2000.                                                     
|    
|    
|    
|    
|(7)  |  | Consists of (a) $1,440 in auto related benefits, (b) $6,000 in employer
contributions to ITLA Capitals 401(K) plan and (c) $762 in life insurance
benefits in 2001 and (d) none in preferential interest on employee savings
accounts in 2002. The respective amounts were $1,440, $2,880, $378 and
$84 in 2001 and $1,440, $4,546, $330 and $2,533 in 2000.                                                                     
|    
|    
|    
|    
|(8)  |  | Includes ITLA Capital stock granted and allocated to the Long-Term
Supplemental Executive Retirement Plan under the Recognition and Retention
Plan previously approved by the shareholders.                                                                                                                                                                                                                                       
|    
|    
|    
|    
|(9)  |  | $108,735 of the 2002 salary
and $57,633 of the 2002 bonus was deferred at the election of the named executive officer under ITLA Capitals
Nonqualified Deferred Compensation plan. The respective amounts were
$100,269 and $48,251 in 2001 and $46,124 and $85,636 in 2000.                                                                                                                                                     
|    
|    
|    
|    
|(10) |  | $171,721 of the 2002 salary and $81,203 of the 2002 bonus was deferred at
the election of the named executive officer under ITLA Capitals
Nonqualified Deferred Compensation plan. The respective amounts
were$155,938 and $71,188 in 2001, and none and $61,770 in 2000.                                                                                                                                                        
|    
|    
|    
|    
|(11) |  | $10,000 of the 2002 bonus was deferred at the election of the named
executive officer under ITLA Capitals Nonqualified Deferred Compensation
plan. The respective amounts were none in 2001, and in 2000.                                                                                                                                                                                                                        

78



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##### Table of Contents



Option Grants for 2002

The following table sets forth certain information regarding stock options
granted pursuant to the Stock Option Plan to the named executive officers in
2002. No stock appreciation rights have been granted pursuant to the Stock
Option Plan.

|                                        |  |                   |        |            |  |            |      |            |  |     |       |             |  |                        |            |                       |  |                      |         |  |  |   |           | 
|--------------------------------------- |  | ----------------- | ------ | ---------- |  | ---------- | ---- | ---------- |  | --- | ----- | ----------- |  | ---------------------- | ---------- | --------------------- |  | -------------------- | ------- |  |  | - | --------- | 
|Stock Option Grants in Last Fiscal Year
|                                       
|                                        |  | Individual Grants
|                                        |  |                  
|                                        |  |                   |        |            |  |            |      |            |  |     |       |             |  |                        |            |                       |  | Potential Realizable
|                                        |  |                   |        |            |  |            |      |            |  |     |       |             |  |                        |            |                       |  | Value of Assumed    
|                                        |  |                   |        |            |  | % of Total |      |            |  |     |       |             |  |                        |            | Annual Rates of Stock
|                                        |  | Number of         |        | Options    |  |            |      |            |  |     |       |             |  | Price Appreciation for
|                                        |  | Underlying        |        | Granted to |  | Exercise   |      |            |  |     |       | Option Term
|                                        |  | Options           |        | Employees  |  | or Base    |      |            |  |     |       |            
|                                        |  | Granted           |        | in Fiscal  |  | Price      |      | Expiration |  | 5%  |       | 10%        
|Name                                    |  | (#)(1)            |        | Year       |  | ($/Share)  |      | Date       |  | ($) |       | ($)        
|                                        |  |                   |        |            |  |            |      |            |  |     |       |            
|George W. Haligowski                    |  |                   | 37,500 |            |  |            | 12.8 | %          |  | $   | 23.00 |             |  |                        | 02/19/2012 |                       |  | $                    | 542,421 |  |  | $ | 1,374,603 | 
|Norval L. Bruce                         |  |                   | 20,000 |            |  |            | 6.8  | %          |  | $   | 23.00 |             |  |                        | 02/19/2012 |                       |  | $                    | 289,291 |  |  | $ | 733,122   | 
|Timothy M. Doyle                        |  |                   | 15,000 |            |  |            | 5.1  | %          |  | $   | 23.00 |             |  |                        | 02/19/2012 |                       |  | $                    | 216,969 |  |  | $ | 549,841   | 
|Steven C. Romelt                        |  |                   | 15,000 |            |  |            | 5.1  | %          |  | $   | 23.00 |             |  |                        | 02/19/2012 |                       |  | $                    | 216,969 |  |  | $ | 549,841   | 
|Don Nickbarg                            |  |                   | 15,000 |            |  |            | 5.1  | %          |  | $   | 23.00 |             |  |                        | 02/19/2012 |                       |  | $                    | 216,969 |  |  | $ | 549,841   | 



---

|(1) |  | The options vest equally over a three-year period, beginning with the
first anniversary of the date of each individual grant. All of the
options granted to the named executives were granted on February 19, 2002.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Option Exercises and Values at December 31, 2002

The following table sets forth certain information concerning the number
and value of stock options at December 31, 2002 held by the named executive
officers.

|                                   |  |             |   |          |  |                    |     |                          |  |                        |         |                      |  |  |        |  |  |   |            |  |  |   |         | 
|---------------------------------- |  | ----------- | - | -------- |  | ------------------ | --- | ------------------------ |  | ---------------------- | ------- | -------------------- |  |  | ------ |  |  | - | ---------- |  |  | - | ------- | 
|Option Values at December 31, 2002
|                                  
|                                   |  |             |   |          |  |                    |     |                          |  | Number of Unexercised  |         | Value of Unexercised
|                                   |  | Shares      |   |          |  |                    |     | Option at                |  | "In-the-Money" Options
|                                   |  | Acquired on |   | Value    |  | Fiscal Year-End(#) |     | at Fiscal Year-End(1)($)
|                                   |  | Exercise    |   | Realized |  |                    |     |                         
|Name                               |  | (#)         |   | ($)      |  | Exercisable        |     | Un-exercisable           |  | Exercisable            |         | Unexercisable       
|                                   |  |             |   |          |  |                    |     |                          |  |                        |         |                     
|George W. Haligowski               |  |             |  |          |  |                    | n/a |                          |  |                        | 360,000 |                      |  |  | 37,500 |  |  | $ | 7,872,8000 |  |  | $ | 383,625 | 
|Norval L. Bruce                    |  |             |  |          |  |                    | n/a |                          |  |                        | 93,333  |                      |  |  | 21,667 |  |  |   | 1,842,293  |  |  |   | 241,657 | 
|Timothy M. Doyle                   |  |             |  |          |  |                    | n/a |                          |  |                        | 58,333  |                      |  |  | 16,667 |  |  |   | 1,058,568  |  |  |   | 190,507 | 
|Steven C. Romelt                   |  |             |  |          |  |                    | n/a |                          |  |                        | 50,000  |                      |  |  | 15,000 |  |  |   | 889,000    |  |  |   | 153,450 | 
|Don Nickbarg                       |  |             |  |          |  |                    | n/a |                          |  |                        | 15,333  |                      |  |  | 24,667 |  |  |   | 298,822    |  |  |   | 330,278 | 



---

|(1) |  | The difference between the aggregate option exercise price and the
closing price of $33.23 of the underlying shares at December 31, 2002.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------

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##### Table of Contents



Agreements with Mr. Haligowski

We have entered into an employment agreement with Mr. Haligowski. The
employment agreement provides for an initial employment term of five years,
with the agreement automatically annually extending for an additional one-year
period each year unless either party provides the other with at least 90 days
notice of the non-extension or termination. The employment agreement provides
that we may terminate Mr. Haligowski for cause, as defined in the employment
agreement. In the event Mr. Haligowski is involuntarily terminated, as
defined in the employment agreement, including following a change of control,
as defined in the employment agreement, Mr. Haligowski will be entitled to
receive during the remaining term of the agreement his base salary calculated
at the highest annual rate during the three years prior to his involuntary
termination and the average amount of cash bonus and incentive compensation
paid for the two years prior to his involuntary termination, if any, the
continuation of all employment related benefits for the 60 months following the
date of termination and the immediate vesting of any stock options and
restricted stock awards previously granted and outstanding. As a result of a
change of control, Mr. Haligowski will also be retained as a consultant for an
eighteen month period following the change in control at a monthly consulting
fee equal to 75% of his base salary and an additional contribution to his
account in our Supplemental Executive Retirement Plan equal to 3.95 times his
base salary. In addition, the terms of the employment agreement shall be
extended 60 months and stock options and restricted stock awards previously
granted and outstanding, salary continuation plans, equity club memberships and
other fringe benefits shall immediately vest following a change of control.
The annual base salary for Mr. Haligowski under the employment agreement is
currently $447,500 (which may be increased from time to time by the Board of
Directors). The employment agreement also provides for, among other things,
annual incentive compensation, disability pay, participation in stock benefit
and salary continuation plans, and other fringe benefits, including a
supplemental housing payment of not less than $2,500 per month, an automobile
allowance of not less than $1,950 per month, and life insurance coverage in an
amount not less than four times Mr. Haligowskis annual salary. In addition we
shall maintain health, dental and life insurance benefits for the 60 months
following an involuntary termination and transfer title to our owned vehicle
currently used by Mr. Haligowski. In March 2000, we adopted a Salary
Continuation Plan for the benefit of Mr. Haligowski. Under the terms of this
plan, Mr. Haligowski will be entitled to receive monthly payments, based on 75%
of his average monthly base salary for the three years preceding the year in
which the plan benefits become payable, for a 15 year period. The benefits
under the plan become payable on the earlier of Mr. Haligowskis retirement
upon reaching age 65, or his death, disability, or involuntary termination
(other than a termination for cause, as defined in the agreement). If Mr.
Haligowski voluntarily terminates his employment prior to reaching age 65, the
benefit payable to him under the plan will be prorated based on the ratio of
the actual period that he worked while the plan is in effect to the scheduled
period of time that he would have worked if he had continued to work until
reaching age 65. If we undergo a change of control, the vesting of plan
benefits accelerates and become payable monthly over a ten-year period, with an
increased monthly payment to reflect the shorter payment period.

Change of Control Agreements

We have entered into change of control agreements with Messrs. Bruce,
Doyle, Romelt, Nickbarg and Wallace. The change in control agreements have
initial terms of one year and shall automatically extend for additional
one-year periods upon a change of control, as defined in the agreement, or upon
their anniversary date, unless either party provides the other with at least 90
days notice of termination. These agreements provide that in the event the
officer is involuntarily terminated within 24 months following a change of
control, as defined in the agreement, the officer shall be entitled to receive
upon such termination an amount equal to the greater of the annualized salary
as in effect on the date of the change of control or the date of termination
for a period of up to 18 months and a pro rata portion of his bonus from the
previous year. In addition we will maintain health, dental and life insurance
benefits for up to the next 18 months for each officer and transfer title to
our owned vehicle currently used by the officer or, in the event the officer
receives a monthly cash car allowance in lieu of the use of our vehicle, we
shall pay an amount equal to up to 18 times the monthly allowance. Stock
options and restricted stock awards previously granted and outstanding will
also immediately vest. The annual base salary for Messrs. Bruce, Doyle, Romelt
and Nickbarg is currently $230,000, $195,000, $185,000 and $175,000,
respectively.

Both Mr. Haligowskis employment agreement and the change of control
agreements also provide that to the extent any payments made may be considered
excess parachute payments under Section 280G of the Internal Revenue Code that
are subject to excise tax, we will pay an additional amount needed to insure
that the amount of payments and value of benefits received equals the same
amount in the absence of any excise tax.

80



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##### Table of Contents



Supplemental Executive Retirement Plan (SERP)

The SERP provides that the compensation committee may make restricted
stock awards under ITLA Capitals Recognition and Retention Plan (RRP) on a tax
deferred basis through the SERP. The SERP further provides that Mr. Haligowski
shall receive an allocation annually, subject to the performance terms of the
RRP, of a restricted stock award equal to one-third of his base salary and all
other participants shall receive an award equal to one-fifth of base salary
subject to the approval of the compensation committee, which may also allocate
a greater or lesser award or no award in its discretion. For this purpose,
each share of common stock has been valued at $9.00 per share, the fair market
value of the common stock on the date of issuance to the SERP. A participant
shall only have a vested right to amounts allocated to his or her account if
the participant is employed on the last day of a three year vesting cycle or
earlier at the discretion of the compensation committee. Upon a change in
control (as defined in the SERP), the participant shall have an accelerated
vesting of all shares allocated to his or her account. The participant shall
only have a right to vested shares in his or her account upon normal
retirement, death, disability or termination. The last day of the next vesting
cycle for shares allocated to the SERP accounts for the benefit of the
participants for the years 2003, 2004 and 2005 is December 31, 2005. For
additional discussion, please see Benefits  Recognition and Retention Plan.

Benefits

Insurance Plans.All full-time employees, after approximately three
months employment with us, are covered under group plans providing major
medical, dental, and vision benefits, and long-term disability, travel
accident, accidental death and dismemberment insurance, and group term life
insurance.

Salary Savings Plan.The ITLA Capital Salary Savings Plan is a cash or
deferred arrangement under Section 401(k) of the Internal Revenue Code (the
Code) designed to provide employees with the opportunity to accumulate
retirement funds (the 401(k) Plan). Permanent employees age 21 or older are
eligible to participate in the 401(k) Plan as of January 1 or July 1 first
following their hire date. Under the 401(k) Plan, subject to limitations
imposed under Section 401(k) and Section 415 of the Code, a participant may
elect to defer on a monthly basis up to 15% of compensation by directing us to
contribute such amount to the 401(k) Plan on such employees behalf. We
currently make matching contributions to the 401(k) Plan equal to 50% of the
first 6% of the participants monthly contribution. The Board reviews the
match on an annual basis, and we may also make discretionary contributions to
the 401(k) Plan. Compensation for purposes of the 401(k) Plan is defined as
a participants compensation from us as reported annually on Form W-2,
including contributions to the 401(k) Plan by the employee, and contributions
by us in the employees behalf to any other pension, insurance, welfare or
other employee benefit plan. Under the 401(k) Plan, a separate account is
established for each participant. Participants are always 100% vested in their
contributions and the earnings thereon. Participants become vested in employer
contributions and the earnings thereon at the rate of 20% per year commencing
with the first full year of service (defined as completion of 12 consecutive
months of work). Participants become fully vested in employer contributions
and the earnings thereon on their fifth anniversary of employment, or in the
event of death, permanent disability or attainment of age 65 while employed by
us. The 401(k) Plan provides for in-service hardship distributions of elective
deferrals, as well as loans of a portion of vested account balances.
Distributions from the 40l(k) Plan are made upon termination of service in a
lump sum or in annual installments over a period of years at the election of
the participant with the right to take a lump sum payment at any time during
such period.

Nonqualified Deferred Compensation Plans. The ITLA Capital Corporation
Supplemental Salary Savings Plan (the Supplemental Plan) and Nonqualified
Deferred Compensation Plan (the Deferral Plan) are designed to provide
additional retirement benefits for certain officers and highly compensated
employees. The Supplemental Plan provides participating employees with an
opportunity to make up benefits not available under the 401(k) Plan due to any
application of limitations on compensation and maximum benefits under the
401(k) Plan. Benefits under the Supplemental Plan are provided at the same
time and in the same form as benefits under the 401(k) Plan, and become taxable
to the participant at that point. The Deferral Plan allows a participant to
defer receipt of, and current taxation upon, designated portions of the
participants direct cash compensation until a future date specified by the
participant. Both of these plans are unfunded plans, meaning that all benefits
payable thereunder are payable from our general assets, and funds available to
pay benefits are subject to the claims of our general creditors. We have
established a Rabbi Trust with a third party FDIC insured financial institution
which holds the contributions to the Supplemental Plan and Deferral Plan, for
the purpose of providing the benefits set forth under the terms of the plans.
Participants only have the rights of unsecured creditors with respect to the
Rabbi Trust assets.

81



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##### Table of Contents



Stock Plans. We have adopted the 1995 Employee Stock Incentive Plan and
the 1995 Stock Option Plan for Nonemployee Directors (collectively, the Stock
Option Plan) pursuant to which officers, directors and our employees are
eligible to receive options to purchase Common Stock. The purpose of the Stock
Option Plan is to enable us to attract, retain and motivate employees by
providing for or increasing their proprietary interests in ITLA Capital, and in
the case of nonemployee directors, to attract such directors and further align
their interests with our interests. Every one of our employees is eligible to
be considered for the grant of awards under the Stock Option Plan. An
amendment to the Stock Plan increasing the number of shares authorized for
awards under the Stock Plan by 311,500 shares was approved by the companys
shareholders on June 29, 2001. The maximum number of shares of Common Stock
that may be issued pursuant to awards granted under the Stock Option Plan is
1,311,500 shares of which a maximum of 550,000 shares may be awarded during the
first year of the Stock Option Plan, with annual awards thereafter limited to
100,000 additional shares during each of the next five years of the Stock
Option Plan (with the shares subject to the Stock Option Plan and all grants
thereunder being subject to adjustments to prevent dilution).

The Stock Option Plan is administered by the Compensation Committee of the
Board of Directors, except that grants to nonemployee directors are made by the
Board of Directors pursuant to a predetermined formula, as described below.
The Committee consists of two or more nonemployee directors of ITLA Capital,
and has full and final authority to select the employees to receive awards and
to grant such awards. Subject to provisions of the Stock Option Plan, the
Committee has a wide degree of flexibility in determining the terms and
conditions of awards and the number of shares to be issued pursuant thereto.
The expenses of administering the Stock Option Plan are borne by us.

The Stock Option Plan authorizes the Committee to enter into any type of
arrangement with an eligible employee that, by its terms, involves or might
involve the issuance of Common Stock or any other security or benefit with a
value derived from the value of Common Stock. Awards to employees are not
restricted to any specified form or structure. Stock options to purchase 5,000
shares of Common Stock were automatically granted to the nonemployee directors
upon the completion of our initial public offering and upon their election to
the Board of Directors, and options to purchase an additional 1,000 shares are
granted annually for the following five years, provided such individuals
continue to serve as directors.

Awards may not be granted under the Stock Option Plan after the tenth
anniversary of the adoption of the Stock Option Plan. We have granted an
aggregate of 1,525,750 options under the Stock Option Plan, of which 397,500
have been granted to Mr. Haligowski, 115,000, 75,000, 65,000 and 40,000 have
been granted to Messrs. Bruce, Doyle, Romelt and Nickbarg, respectively,
45,000 have been granted to non-employee directors, and 793,250 have been
granted to other employees, of which 106,414 have been exercised and 357,336
have been forfeited. The exercise price per share of the options granted range
from $10.00 to $31.05 per share and will generally vest 33-1/3% per year,
beginning with the first anniversary of the date of the grant.

Recognition and Retention Plan. We have adopted the Recognition and
Retention Plan (RRP), the purpose of which is to promote our long-term
interests and our shareholders by providing a means for attracting and
retaining officers and employees of ITLA Capital and its affiliates. Under the
RRP, awards of restricted shares of our common stock may be made to employees
as additional long-term incentive compensation. Every one of our employees is
eligible to be considered for the grant of awards under the RRP. The maximum
number of shares of common stock which may be issued pursuant to the RRP is
300,000 shares over the ten year life of the plan. No RRP shares may be
granted in any fiscal year in which the Bank fails to maintain an adequately
capitalized designation under the FDIC regulations and ITLA Capital fails to
achieve a return on average assets of at least 50 basis points for the fiscal
year. The RRP was approved by the shareholders and is administered by the
Compensation Committee of the Board of Directors which has a wide degree of
flexibility, within the provisions of the RRP, in determining the terms and
conditions of awards and the number of shares to be issued pursuant thereto.
The RRP shares granted to date have been allocated through the Supplemental
Executive Retirement Plan as discussed above.

Directors Compensation

Directors
Fees. During 2002, each non-employee director was paid a monthly
fee of $1,950 for serving on our Board of Directors and $500 for each Board or Committee meeting attended for service
on such committee. In addition, Director Reed received an honorarium
of $5,000 for his active participation during 2002 in legislative
matters and Director Oribe received an honorarium of $10,000 for his
time and assistance with Japanese business matters and his extensive
work with the Executive Committee. As noted above, before becoming a
director, Preston Martin served as a Senior Advisory Director to the
Board. During 2002, while serving in this advisory capacity,
Mr. Martin received a monthly fee of $1,950 and $500 for each
Board meeting attended.

Voluntary Retainer Stock and Deferred Compensation Plan. In 1996, we
adopted the Voluntary Retainer Stock and Deferred Compensation Plan for Outside
Directors (the Outside Director Plan). The Outside Director Plan provides
for the deferral of compensation earned by non-employee directors in the form
of Stock Units (Stock Units) in a Stock Unit account (Stock Unit Account).
Directors may elect to have up to 100% of their fees converted into stock
units.

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##### Table of Contents



For dividends paid with respect to our common stock, each non-employee
director has credited to his Stock Unit Account an additional number of Stock
Units in an amount determined under the Outside Director Plan. Each
non-employee directors Stock Unit Account will be settled by delivering to the
non-employee director (or his beneficiary) the number of shares of our common
stock equal to the number of whole Stock Units then credited to the
non-employee directors Stock Unit Account, in either (i) a lump sum or (ii)
substantially equal annual installments over a period not to exceed ten years.

To date, no amounts have been deferred under the Outside Director Plan.

Directors Stock Option Plans. Directors are also eligible to receive
stock option grants as described above. On October 30, 2002, Preston Martin
was granted an option to purchase 5,000 shares of common stock with an exercise price of $30.43 per
share. The option vests in full on October 30, 2003 and will expire on October 30,
2012. For additional information regarding options granted during
2002 to Directors Haligowski and Bruce, see table above captioned
Option Grants for 2002.

Compensation Committee Interlocks and Insider Participation

During 2002, the Compensation Committee was comprised of Directors
Lipscomb and Oribe.




Item 12. Security Ownership of Certain Beneficial Owners and Management

At March 21, 2003, we had 6,061,575 shares of common stock outstanding.

The following table sets forth, as of March 21, 2003, certain information
as to those persons who were known by management to be beneficial owners of
more than five percent of our common stock outstanding.

|                                            |  |                           |         |                  |  |  |       |  
|------------------------------------------- |  | ------------------------- | ------- | ---------------- |  |  | ----- | -
|Beneficial Owner                            |  | Shares Beneficially Owned |         | Percent of Class
|                                            |  |                           |         |                 
|Franklin Mutual Advisors, Inc.              |  |                           | 686,300 | (1)              |  |  | 11.88 | %
|51 John F. Kennedy Parkway                  |  |                           |         |                  |  |  |       |  
|Short Hills, New Jersey 07078               |  |                           |         |                  |  |  |       |  
|                                            |  |                           |         |                  |  |  |       |  
|Wellington Management Company, LLP          |  |                           | 466,900 | (2)              |  |  | 8.08  | %
|75 State Street                             |  |                           |         |                  |  |  |       |  
|Boston, Massachusetts 02109                 |  |                           |         |                  |  |  |       |  
|                                            |  |                           |         |                  |  |  |       |  
|Thomson Horstmann & Bryant, Inc.            |  |                           | 482,550 | (3)              |  |  | 8.35  | %
|Park 80 West, Plaza Two                     |  |                           |         |                  |  |  |       |  
|Saddle Brook, New Jersey 07663              |  |                           |         |                  |  |  |       |  
|                                            |  |                           |         |                  |  |  |       |  
|Dimensional Fund Advisors                   |  |                           | 515,100 | (4)              |  |  | 8.91  | %
|1299 Ocean Avenue, 11th Floor               |  |                           |         |                  |  |  |       |  
|Santa Monica, California 90401              |  |                           |         |                  |  |  |       |  
|                                            |  |                           |         |                  |  |  |       |  
|George W. Haligowski                        |  |                           | 539,824 | (5)              |  |  | 8.39  | %
|888 Prospect Street, Suite 110              |  |                           |         |                  |  |  |       |  
|La Jolla, California 92037                  |  |                           |         |                  |  |  |       |  
|                                            |  |                           |         |                  |  |  |       |  
|Eubel Brady & Suttman Asset Management Inc. |  |                           | 441,299 | (6)              |  |  | 7.64  | %
|7777 Washington Village Drive, Suite 210    |  |                           |         |                  |  |  |       |  
|Dayton, Ohio 45459                          |  |                           |         |                  |  |  |       |  
|                                            |  |                           |         |                  |  |  |       |  
|Friedman, Billings, Ramsey Group, Inc.      |  |                           | 434,300 | (7)              |  |  | 7.52  | %
|1001 19th Street North                      |  |                           |         |                  |  |  |       |  
|Arlington, Virginia 22209                   |  |                           |         |                  |  |  |       |  
|                                            |  |                           |         |                  |  |  |       |  
|Granite Capital, LP, et al                  |  |                           | 308,100 | (8)              |  |  | 5.33  | %
|126 East 56th Street, 25th Floor            |  |                           |         |                  |  |  |       |  
|New York, New York 10022                    |  |                           |         |                  |  |  |       |  



---

|(1) |  | As reported by Franklin Resources, Inc. (Franklin) on a Schedule 13G
amendment filed on June 10, 2002 with the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended.
Franklin reported sole voting and dispositive powers as to 686,300 shares,
and shared voting and dispositive powers as to none of the 689,000 shares
covered by the report.                                     
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(2) |  | As reported by Wellington Management LLP (Wellington) on a Schedule 13G
amendment filed on February 12, 2003 with the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended.
Wellington reported sole voting and dispositive powers as to no shares,
shared voting power as to 259,300 shares, and shared dispositive power as
to 466,900 of the 466,900 shares covered by the report.
|   
|   
|   
|   
|(3) |  | As reported by Thomson Horstmann & Bryant, Inc. (Thomson) on a Schedule
13G amendment filed on January 9, 2003 with the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended. Thomson
reported sole voting power as to 199,800 shares, sole dispositive power as
to 482,550 shares, and shared voting and dispositive power as to none of
the 482,550 shares covered by the report.  

83



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##### Table of Contents



|(4) |  | As reported by Dimensional Fund Advisors (Dimensional) on a Schedule
13G amendment filed on February 13, 2003 and filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended.
Dimensional reported sole voting and dispositive powers as to 515,100
shares, and shared voting and dispositive powers as to none of the 515,100
shares covered by the report.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(5) |  | Includes 372,500 shares underlying stock options which are currently
exercisable or which will become exercisable within 60 days of March 21,
2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|   
|   
|   
|(6) |  | As reported by Eubel Brady and Suttman Asset Management, Inc. (Suttman)
on a Schedule 13G amendment filed on February 14, 2003 with the Securities
and Exchange Commission under the Securities Exchange Act of 1934, as
amended. Suttman reported sole voting and dispositive power as to none of
the 441,299 shares, and shared voting and dispositive power as to all of
the 441,299 shares covered by the report.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|   
|   
|   
|(7) |  | As reported by Friedman, Billings, Ramsey Group, Inc. (FBR) on a
Schedule 13G amendment filed on February 13, 2003 with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended.
FBR reported sole voting and dispositive powers as to 434,555 shares, and
shared voting and dispositive powers as to none of the 434,555 shares
covered by the report.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|   
|   
|   
|(8) |  | As reported by Granite Capital, L.L.C. (Granite L.L.C.), Granite
Capital, L.P. (Granite), Granite Capital II, L.P. (Granite II),
Granite Overseas Limited (Granite Overseas), Granum Value Fund (Granum
Value), Granum Capital Management, L.L.C. (Granum Management), Lewis M.
Eisenberg and Walter F. Harrison III in a Schedule 13G filed with the
Securities and Exchange Commission on May 30, 2002 under the Securities
Exchange Act of 1934, as amended. Granite L.L.C. is the general partner of
Granite and Granite II and serves as investment manager to Granite
Overseas. Granum Management serves as investment adviser to Granum Value.
Messrs. Eisenberg and Harrison serve as managing members of Granite L.L.C.
and Granum Management. With respect to the 308,100 shares listed, Granite
L.L.C. reported shared voting and dispositive powers as to 288,100 shares,
Granite reported shared voting and dispositive powers as to 267,100
shares, Granite II reported shared voting and dispositive powers as to
13,100 shares, Granite Overseas reported shared voting and dispositive
powers as to 7,900 shares, Granum Value reported shared voting and
dispositive powers as to 20,000 shares, Granum Management reported shared
voting and dispositive powers as to 20,000 shares, and Messrs. Eisenberg
and Harrison each reported shared voting and dispositive powers as to all
308,100 shares.

The following table sets forth, as of March 21, 2003, certain information
as to the shares of common stock beneficially owned by the directors and named
executive officers and by all directors and executive officers of ITLA Capital
as a group.

|                                                             |  |              |         |            |  |  |       |  
|------------------------------------------------------------ |  | ------------ | ------- | ---------- |  |  | ----- | -
|                                                             |  | Shares       |         |            |  | 
|                                                             |  | Beneficially |         |            |  | 
|                                                             |  | Owned        |         | Percent of
|Beneficial Owner                                             |  | (1)          |         | Class     
|                                                             |  |              |         |           
|George W. Haligowski                                         |  |              | 539,824 |            |  |  | 8.39  | %
|Norval L. Bruce                                              |  |              | 134,723 |            |  |  | 2.19  |  
|Timothy M. Doyle                                             |  |              | 89,776  |            |  |  | 1.47  |  
|Steven C. Romelt                                             |  |              | 79,919  |            |  |  | 1.31  |  
|Don Nickbarg                                                 |  |              | 31,816  |            |  |  | 0.52  |  
|Sandor X. Mayuga                                             |  |              | 10,800  |            |  |  | 0.18  |  
|Jeffrey L. Lipscomb                                          |  |              | 10,400  |            |  |  | 0.17  |  
|Hirotaka Oribe                                               |  |              | 10,200  |            |  |  | 0.17  |  
|Robert R. Reed                                               |  |              | 10,200  |            |  |  | 0.17  |  
|Preston
Martin                                               |  |              | 666     |            |  |  | 0.01  |  
|All Directors and Executive
Officers as a Group (14
Persons) |  |              | 973,134 |            |  |  | 14.37 |  



---

|(1) |  | Includes shares held directly, as well as an aggregate of 708,166 shares
which are subject to immediately exercisable options and options
exercisable within 60 days of March 21, 2003, under ITLA Capitals Stock
Option Plan, vested shares held by the SERP, and shares held in retirement
accounts or by certain members of the named individuals families or
corporations for which an individual is an officer or director or held by
trust of which an individual is trustee or a substantial beneficiary, over
which shares the individual may be deemed to have sole or shared voting
and/or dispositive power. The above named individuals held exercisable
options and options exercisable within 60 days of March 21, 2003 as
follows: Chairman Haligowski  372,500 shares; Director Lipscomb  10,000
shares; Director Mayuga  10,000 shares; Director Oribe  10,000 shares;
Director Reed  10,000 shares; Norval L. Bruce  101,667 shares; Timothy
M. Doyle  65,000 shares; Don Nickbarg  24,999 shares and Steven C.
Romelt  55,000 shares.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

84



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##### Table of Contents



The following table sets forth information as of December 31, 2002 with respect
to compensation plans under which shares of our common stock may be issued:

Equity Compensation Plan Information

|                                                       |  |                     |           |                   |  |                    |       |                     |  |                     |         | 
|------------------------------------------------------ |  | ------------------- | --------- | ----------------- |  | ------------------ | ----- | ------------------- |  | ------------------- | ------- | 
|                                                       |  |                     |           |                   |  |                    |       |                     |  | Number of Shares   
|                                                       |  |                     |           |                   |  |                    |       |                     |  | Remaining Available
|                                                       |  | Number of Shares to |           |                   |  |                    |       | for Future Issuance
|                                                       |  | be issued upon      |           | Weighted Average  |  | Under Equity      
|                                                       |  | Exercise of         |           | Exercise Price of |  | Compensation Plans
|                                                       |  | Outstanding         |           | Outstanding       |  | (Excluding Shares 
|                                                       |  | Options, Warrants   |           | Options, Warrants |  | Reflected in the  
|Plan Category                                          |  | and Rights          |           | and Rights        |  | First Column) (1) 
|                                                       |  |                     |           |                   |  |                   
|Equity compensation
plans approved by
stockholders     |  |                     | 1,067,000 |                   |  | $                  | 12.86 |                     |  |                     | 263,086 | 
|Equity compensation
plans not approved
by stockholders |  |                     | N/A       |                   |  |                    | N/A   |                     |  |                     | N/A     | 
|                                                       |  |                     |           |                   |  |                    |       |                     |  |                     |         | 
|Total                                                  |  |                     | 1,067,000 |                   |  | $                  | 12.86 |                     |  |                     | 263,086 | 
|                                                       |  |                     |           |                   |  |                    |       |                     |  |                     |         | 



---

|(1) |  | This amount includes 125,000
shares issuable under our 1996 Voluntary Retainer Stock and Deferred
Compensation Plan for Outside Directors, described under
Item 11. Executive Compensation  Directors
Compensation. Under the Companys 1995 Employee Stock Option and Incentive Plan, up to
all of the 133,086 shares remaining available for issuance under that plan as
of December 31, 2002 could be issued to plan participants pursuant to awards of
restricted stock, performance shares and/or performance units.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Item 13. Certain Relationships and Related Transactions

During the year, we utilized the services of Tisdale & Nicholson.
Director Mayuga is a partner in that law firm. During 2002, this law firm
received $105,000 in legal fees from ITLA Capital, which was not in excess of
5% of the firms total revenues for the year.

During the year, we utilized the services of a public relations firm which
is owned by Director Lipscombs spouse. During 2002, this public relations
firm received $68,000 in fees from ITLA Capital.




Item 14. Control and Procedures

(a)  Evaluation of Disclosure Controls and Procedures: An evaluation of the
Companys disclosure controls and procedures (as defined in Rule 13a-14(c)
under the Securities Exchange Act of 1934 (the Act)) was carried out under
the supervision and with the participation of the Companys Chief Executive
Officer, Chief Financial Officer and several other members of the Companys
senior management within the 90-day period preceding the filing date of this
annual report. The Companys Chief Executive Officer and Chief Financial
Officer concluded that the Companys disclosure controls and procedures as
currently in effect are effective in ensuring that the information required to
be disclosed by the Company in the reports it files or submits under the Act is
(i) accumulated and communicated to the Companys management (including the
Chief Executive Officer and Chief Financial Officer) in a timely manner, and
(ii) recorded, processed, summarized and reported within the time periods
specified in the SECs rules and forms.

(b)  Changes in Internal Controls: There were no significant changes in
the Companys internal controls or in other factors that could significantly
affect these controls subsequent to the date of their most recent evaluation.

85



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##### Table of Contents






PART IV




Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K



| | (a)(1) |  | Financial Statements:                                                                                                                                 
| | ------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |        |  | Our consolidated financial statements, and Report of Independent
Public Accountants thereon, are included in this Form 10-K at the
pages listed below:

|                                                                                                               |  |      |    | 
|-------------------------------------------------------------------------------------------------------------- |  | ---- | -- | 
|                                                                                                               |  | Page
|                                                                                                               |  |     
|Report of Independent Auditors                                                                                 |  |      | 38 | 
|Report of Predecessor Independent Public Accountant                                                            |  |      | 39 | 
|Consolidated Balance Sheets as of December 31, 2002 and 2001                                                   |  |      | 40 | 
|Consolidated Statements of Income for the Years Ended
December 31, 2002, 2001 and 2000                         |  |      | 41 | 
|Consolidated Statements of Changes in Shareholders Equity for the
Period January 1, 2000 to December 31, 2002 |  |      | 42 | 
|Consolidated Statements of Cash Flows for the Years Ended
December 31, 2002, 2001 and 2000                     |  |      | 43 | 
|Notes to Consolidated Financial Statements                                                                     |  |      | 44 | 



| | (a)(2) |  | Financial Statement Schedules:                                                                                                                                         
| | ------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |        |  | All financial statement schedules have been omitted as the required
information is inapplicable or has been included in the Notes to
Consolidated Financial Statements.

86



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##### Table of Contents





| | (a)(3) |  | Exhibits:
| | ------ |  | ---------

|           |  |                                                                                                                                                                                                                |  |                   
|---------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------
|Regulation |  |                                                                                                                                                                                                                |  | Reference to Prior
|S-K        |  |                                                                                                                                                                                                                |  | Filling or Exhibit
|Exhibit    |  |                                                                                                                                                                                                                |  | Number Attached   
|Number     |  | Document                                                                                                                                                                                                       |  | Hereto            
|           |  |                                                                                                                                                                                                                |  |                   
|3.1        |  | Certificate of Incorporation                                                                                                                                                                                   |  | **                
|3.2        |  | Bylaws, as amended                                                                                                                                                                                             |  | *****             
|4          |  | Instruments Defining the Rights of Security Holders,
Including Indentures                                                                                                                                      |  | None              
|9          |  | Voting Trust Agreement                                                                                                                                                                                         |  | None              
|10.1       |  | 1995 Stock Option Plan For Nonemployee Directors                                                                                                                                                               |  | *                 
|10.2       |  | 1995 Employee Stock Incentive Plan                                                                                                                                                                             |  | ******            
|10.3       |  | Nonqualified Deferred Compensation Plan                                                                                                                                                                        |  | ***               
|10.4       |  | Supplemental Salary Savings Plan                                                                                                                                                                               |  | *                 
|10.5       |  | Data Processing Agreement                                                                                                                                                                                      |  | *                 
|10.6       |  | Employment Agreement with George W. Haligowski                                                                                                                                                                 |  | *                 
|10.7       |  | Change of Control Agreements                                                                                                                                                                                   |  | ***               
|10.8       |  | Recognition and Retention Plan                                                                                                                                                                                 |  | **                
|10.9       |  | Voluntary Retainer Stock and Deferred Compensation
Plan for Outside Directors                                                                                                                                  |  | **                
|10.10      |  | Supplemental Executive Retirement Plan                                                                                                                                                                         |  | ***               
|10.11      |  | ITLA Capital Corporation Rabbi Trust Agreement                                                                                                                                                                 |  | ***               
|10.12      |  | Salary Continuation Plan                                                                                                                                                                                       |  | ****              
|10.13      |  | Licensing Agreement, dated October 30, 2002, between
Imperial Capital Bank and Beneficial Franchise
Company, Inc.                                                                                              |  | *******           
|10.14      |  | Amended and Restated Sale and Servicing Agreement
for RALs and RACs, dated as of January 3, 2003,
between Imperial Capital Bank, Household Tax Masters
Inc., and Household Tax Masters Acquisition
Corporation |  | *******           
|11         |  | Statement Regarding Computation of Per Share Earnings                                                                                                                                                          |  | None              
|12         |  | Statement Regarding Computation of Ratios                                                                                                                                                                      |  | None              
|13         |  | Annual Report to Security Holders                                                                                                                                                                              |  | Not required      
|16         |  | Letter regarding change in certifying accountant                                                                                                                                                               |  | ********          
|18         |  | Letter Regarding Change in Accounting Principles                                                                                                                                                               |  | None              
|21         |  | Subsidiaries of the Registrant                                                                                                                                                                                 |  | 21                
|22         |  | Published Report Regarding Matters Submitted to Vote
of Security Holders                                                                                                                                       |  | None              
|23.1       |  | Consent of Ernst & Young LLP                                                                                                                                                                                   |  | 23.1              
|23.2       |  | Statement regarding consent of Arthur Andersen LLP                                                                                                                                                             |  | 23.2              
|24         |  | Power of Attorney                                                                                                                                                                                              |  | Not required      
|99         |  | Certification of Chief Executive Officer and Chief
Financial Officer dated March 31, 2003 pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002                                                            |  | 99                



---

|*        |  | Filed as exhibits to Imperials Registration Statement on Form
S-1 (File No. 33-96518) filed with the Commission on September 1,
1995, pursuant to Section 5 of the Securities Act of 1933.                    
|-------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        
|        
|        
|        
|**       |  | Filed as exhibits to the Companys Registration Statement on
Form S-4 (File No. 333-03551) filed with the Commission on May 10,
1996, pursuant to Section 5 of the Securities Act of 1933.                     
|        
|        
|        
|        
|***      |  | Filed as an exhibit to the Companys Form 10-K for the year
ended December 31, 1999 (File No. 0-26960).                                                                                                        
|        
|        
|        
|        
|****     |  | Filed as an exhibit to the Companys Form 10-K
for the year ended December 31, 2000 (File No. 0-26960).                                                                                                        
|        
|        
|        
|        
|*****    |  | Filed as an exhibit to the Companys Quarterly Report on
Form 10-Q for the quarter ended June 30, 2000 (File No. 0-26960).                                                                                     
|        
|        
|        
|        
|******   |  | Filed as an appendix to the Companys definitive proxy
materials filed on June 29, 2001.                                                                                                                       
|        
|        
|        
|        
|*******  |  | Filed as an exhibit to the Current Report on Form 8-K
filed by the Company on February 5, 2003 (File No. 0-26960). Portions of
this exhibit have been omitted pursuant to a request for confidential
treatment.
|        
|        
|        
|        
|******** |  | Filed as an exhibit to the Current Report on Form 8-K
filed by the Company on June 5, 2002 (File No. 0-26960).                                                                                                 

87



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##### Table of Contents





|(b) |  | Reports on Form 8-K. Set forth below is a description of the Current
Reports on Form 8-K that we filed during the quarter ended December 31,
2002:
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------

On November 21, 2002, we filed a Current Report on Form 8-K reporting under
Item 9 the issuance of a press release announcing our strategic business
relationship with Household International, Inc.

On December 12, 2002, we filed a Current Report on Form 8-K reporting under
Item 9 material prepared for presentation at an industry conference.

88



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##### Table of Contents






SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

|                       |                                                                                                                   |                           
|---------------------- | ----------------------------------------------------------------------------------------------------------------- | --------------------------
|                       | ITLA CAPITAL CORPORATION                                                                                         
|                      
|Date:   March 31, 2003 | By:                                                                                                               | /s/   George W. Haligowski
|                       |                                                                                                                  
|                       | George W. Haligowski
Chairman of the Board, President
and Chief Executive Officer(Duly Authorized Representative)

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

|                                               |  |                                                                                                     |  |               
|---------------------------------------------- |  | --------------------------------------------------------------------------------------------------- |  | --------------
|Signature                                      |  | Title                                                                                               |  | Date          
|                                               |  |                                                                                                     |  |               
|                                              
|/s/   George W. HaligowskiGeorge W. Haligowski |  | Chairman of the Board, President and
   Chief Executive Officer(Principal Executive Officer)        |  | March 31, 2003
|                                              
|/s/   Timothy M. DoyleTimothy M. Doyle         |  | Senior Managing Director and
   Chief Financial Officer(Principal Financial and Accounting Officer) |  | March 31, 2003
|                                              
|/s/   Norval L. BruceNorval L. Bruce           |  | Director                                                                                            |  | March 31, 2003
|                                              
|/s/   Jeffrey L. LipscombJeffrey L. Lipscomb   |  | Director                                                                                            |  | March 31, 2003
|                                              
|/s/   Sandor X. MayugaSandor X. Mayuga         |  | Director                                                                                            |  | March 31, 2003
|                                              
|/s/   Robert R. ReedRobert R. Reed             |  | Director                                                                                            |  | March 31, 2003
|                                              
|/s/   Hirotaka OribeHirotaka Oribe             |  | Director                                                                                            |  | March 31, 2003
|                                              
|/s/   Preston MartinPreston Martin             |  | Director                                                                                            |  | March 31, 2003

89



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##### Table of Contents






CERTIFICATION

I, George W. Haligowski, certify that:

1. I have reviewed this annual report on Form 10-K of ITLA Capital Corporation;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:



| |  | a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | b) evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the Evaluation Date); and                                                                                                  
|
| |  | c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;                                                                                                                        

5. The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):



| |  | a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal
controls; and                                                                                                                                        

6. The registrants other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: March 31, 2003

|                                                                                  |  | 
|--------------------------------------------------------------------------------- |  | 
|/s/    George W. Haligowski                                                       |  | 
|George W. Haligowski
Chairman of the Board, President and
Chief Executive Officer |  | 

90



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##### Table of Contents



CERTIFICATION

I, Timothy M. Doyle, certify that:

1. I have reviewed this annual report on Form 10-K of ITLA Capital Corporation;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:



| |  | a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | b) evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the Evaluation Date); and                                                                                                  
|
| |  | c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;                                                                                                                        

5. The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):



| |  | a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal
controls; and                                                                                                                                        

6. The registrants other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: March 31, 2003

|                                                                      |  | 
|--------------------------------------------------------------------- |  | 
|/s/   Timothy M. Doyle                                                |  | 
|Timothy M. Doyle
Senior Managing Director and
Chief Financial Officer |  | 

91